SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                              FORM 10-K

X           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

             For the fiscal year ended December 31, 1995
                                or
         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

                   Commission file number 1-8186

               Inter-Regional Financial Group, Inc.
      (Exact name of registrant as specified in its charter)

              DELAWARE                       41-1228350
   (State or other jurisdiction of          (IRS Employer
    incorporation of organization)       Identification Number)

  Dain Bosworth Plaza, 60 South Sixth Street,
           Minneapolis, Minnesota                55402-4422
 (Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code (612) 371-7750
   Securities registered pursuant to Section 12(b) of the Act:

                                         Name of each exchange
   Title of each class                    on which registered

 Common Stock, par value $.125                New York Stock
         per share                            Exchange, Inc.


Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the past
90 days.

                    Yes       X             No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this
chapter) is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.  [ X]

As of  February 29, 1996, 12,093,319 shares of common stock were
outstanding, and the aggregate market value of the common shares
(based upon the closing price at February 29, 1996, on the New
York Stock Exchange) of Inter-Regional Financial Group, Inc.,
held by non-affiliates was approximately $150,185,044.

               Documents Incorporated by Reference

       Portions of the Proxy Statement of Registrant to be
          filed within 120 days of December 31, 1995 are
            incorporated in Part III of this report.

<PAGE>
                             PART I

ITEM 1. BUSINESS:

     (a)  General Development of Business.

     Inter-Regional Financial  Group, Inc.  (the "Company")  is a
holding  company,  formed  in  1973  and  based  in  Minneapolis,
Minnesota.   The Company offers regional securities broker-dealer
and  investment   banking  services   through  its  wholly  owned
subsidiaries,  Dain   Bosworth  Incorporated  ("Dain  Bosworth"),
headquartered in  Minneapolis,  Minnesota,  and  Rauscher  Pierce
Refsnes,  Inc.  ("Rauscher  Pierce  Refsnes"),  headquartered  in
Dallas, Texas.   The Company's largest subsidiary, Dain Bosworth,
serves the  Midwest, Rocky Mountain and Pacific Northwest regions
of the  United States.   At  December 31,  1995 Dain Bosworth had
1,896 employees  located in  18 states.   Rauscher Pierce Refsnes
primarily serves  the Southwest  region of the United States.  At
December 31,  1995 Rauscher  Pierce  Refsnes  had  970  employees
located in  eight states.   Each  of Dain  Bosworth and  Rauscher
Pierce Refsnes,  as well  as 169  correspondent  brokerage  firms
serviced  through  Rauscher  Pierce  Refsnes'  RPR  Correspondent
Services unit ("RPR Correspondent Services"), based in St. Louis,
Missouri, clears  and settles  all securities  trades on  a fully
disclosed basis  through Regional Operations Group, Inc. ("ROG"),
a third  wholly owned  subsidiary  and  registered  broker-dealer
based in  Minneapolis.   ROG, which  also provides technology and
information  services  to  IFG  and  its  subsidiaries,  had  326
employees at  December 31,  1995.  IFG Asset Management Services,
Inc.  ("AMS"),   the  Company's  wholly  owned  money  management
subsidiary,  manages   a  series  of  mutual  funds,  Great  Hall
Investment  Funds,  and  also  provides  fixed  income  portfolio
management services  through its  Insight  Investment  Management
("Insight Management")  division.  AMS, which was restructured in
January 1995,  has also  begun to develop services to support the
sale by  Dain Bosworth  and Rauscher  Pierce  Refsnes  investment
executives of  externally managed  mutual funds,  cash management
products and  other externally  managed packaged  products.   The
Company is  a Delaware  corporation with  its  executive  offices
located  at   Dain  Bosworth   Plaza,  60   South  Sixth  Street,
Minneapolis, Minnesota   55402-4422.   Its  telephone  number  is
(612) 371-7750.

     (b)  Financial Information About Industry Segments

     The Company, through its principal subsidiaries, operates in
a single segment, the securities broker-dealer and investment
banking business.

<PAGE>

     The following  table lists  the Company's revenues by source
for the  last three years.  Because these classes of services use
the same  distribution personnel  and  facilities  and  the  same
support  services,  it  is  impractical  to  identify  the  cost,
expenses and profitability of each class of service.
                                
<TABLE>

              INTER-REGIONAL FINANCIAL GROUP, INC. AND SUBSIDIARIES
                                REVENUES BY SOURCE
                              (Dollars in thousands)
<CAPTION>
                                             Year Ended December 31,
                          -----------------------------------------------------
                                 1995              1994             1993
                          ------------------ ----------------- ----------------
                                    Percent           Percent           Percent
                            Amount   -age     Amount   -age     Amount   -age
                          --------- -------- -------- -------- -------- -------
<S>                       <C>        <C>     <C>       <C>     <C>       <C>
Principal Transactions:
 Corporate securities     $107,406   17.7%   $86,825   17.5%   $87,498   17.1%
 Municipal obligations      33,245    5.5     26,343    5.3     23,324    4.6
 Government obligations
  and other                 38,529    6.3     25,959    5.2     28,482    5.5
                          --------   ----   --------   ----   --------   ----
    Total                  179,180   29.5    139,127   28.0    139,304   27.2
                          --------   ----   --------   ----   --------   ----
Commissions:
 Listed securities          79,634   13.1     68,037   13.7     71,768   14.0
 Mutual funds               45,198    7.4     41,717    8.4     45,913    9.0
 Over-the-counter
  securities                29,507    4.9     16,033    3.2     16,408    3.2
 Insurance and annuity
  products                  12,703    2.1     11,241    2.3      7,822    1.6
 Options                     5,845    1.0      4,434    0.9      3,919    0.8
 Commodities and other       3,100    0.5      1,422    0.3      1,280    0.2
                          --------   ----   --------   ----   --------   ----
    Total                  175,987   29.0    142,884   28.8    147,110   28.8
                          --------   ----   --------   ----   --------   ----
Investment Banking and
 Underwriting:
 Corporate                  44,432    7.3     44,775    9.0     57,911   11.3
 Municipal                  42,262    7.0     49,433   10.0     71,239   13.9
 Other                       3,069    0.5      2,503    0.5        453    0.1
                          --------   ----   --------   ----   --------   ----
    Total                   89,763   14.8     96,711   19.5    129,603   25.3
                          --------   ----   --------   ----   --------   ----
Interest:
 Customer margin accounts   55,603    9.2     37,307    7.5     23,375    4.6
 Trading inventories
  and other                 30,596    5.0     20,477    4.1     15,319    3.0
 Deposits and short-term
  investments               23,194    3.8     17,386    3.5     16,173    3.1
                          --------   ----   --------   ----   --------   ----
     Total                 109,393   18.0     75,170   15.1     54,867   10.7
                          --------   ----   --------   ----   --------   ----
Asset Management:
 Individual and
  institutional accounts    16,521    2.7     11,349    2.3      6,483    1.3
 Money market funds          9,972    1.7      7,115    1.4      5,915    1.1
 Other mutual funds            595    0.1        489    0.1        419    0.1
                          --------   ----   --------   ----   --------   ----
    Total                   27,088    4.5     18,953    3.8     12,817    2.5
                          --------   ----   --------   ----   --------   ----

Correspondent Clearing      12,484    2.1     11,590    2.4     11,499    2.3
Other                       12,852    2.1     11,854    2.4     16,415    3.2
                          --------   ----   --------   ----   --------   ----
    Total revenues        $606,747  100.0%  $496,289  100.0%  $511,615  100.0%
                          ========  =====   ========  =====   ========  =====
</TABLE>

     (c)  Narrative Description of Business

Securities Business

     General.     The  securities  broker-dealer  and  investment
banking activities  of the  Company are  conducted  through  Dain
Bosworth and  Rauscher Pierce  Refsnes.   Both Dain  Bosworth and
Rauscher Pierce  Refsnes deal  in securities  of and  are market-
makers for  entities based  throughout the  United  States.    In
general,  research   and  investment   banking   activities   are
concentrated on  entities based  in their respective regions.  At
December  31,   1995  Dain   Bosworth  had   834   retail   sales
representatives and  75 institutional sales representatives in 67
offices located  in 18 states and Rauscher Pierce Refsnes had 294
retail  sales   representatives  and   40   institutional   sales
representatives in  28 offices  located in  seven states.    Both
firms are  member firms  of the  New York Stock Exchange ("NYSE")
and are  registered in  the NASDAQ  system as  market makers.  At
December 31,  1995 Dain Bosworth was registered as a market maker
for 318 companies and Rauscher Pierce Refsnes was registered as a
market maker for 235 companies.

     Dain  Bosworth's  and  Rauscher  Pierce  Refsnes'  operating
results are  sensitive to many factors outside the control of the
Company, including  volatility of  securities prices and interest
rates, trading volume of securities, income and capital gains tax
legislation and demand for investment banking services.  Economic
conditions in  the regions  in which  Dain Bosworth  and Rauscher
Pierce Refsnes operate also affect operating results.

     Principal Transactions.   Dain  Bosworth and Rauscher Pierce
Refsnes are  dealers in  corporate, tax-exempt  and  governmental
fixed income  securities  and  corporate  equity  securities  and
recognize profits  or losses  on transactions in, or fluctuations
in the  value  of,  such  securities  held  in  inventory.  These
inventories require  the commitment  of substantial  capital  and
expose the  companies to  the risk  of a loss if market prices of
the securities  held  in  inventory  decrease.    General  market
conditions,  interest  rates  and  the  financial  prospects  for
issuers of  such  securities  may  affect  the  market  price  of
securities held  in inventory.   Internal  guidelines intended to
limit the  size and  risk of  inventories  maintained  have  been
established and are periodically reviewed.

     Commission Business.   As  securities brokers, Dain Bosworth
and Rauscher  Pierce Refsnes  act as  agents in  the purchase and
sale of  securities, options,  commodities and  futures contracts
traded on  various securities and commodities exchanges or in the
over-the-counter ("OTC")  market.   Dain  Bosworth  and  Rauscher
Pierce Refsnes charge a brokerage commission when acting as agent
for the  purchaser or  seller of  a security.  If the security is
listed on  an exchange,  the transaction  is  generally  effected
through Dain  Bosworth's or  Rauscher Pierce  Refsnes' own  floor
broker or a floor broker who is unaffiliated with either of them.
If the  security is  traded in  the OTC  market, transactions are
generally effected  with a  market maker  in the  security.    In
addition, Dain  Bosworth and  Rauscher Pierce  Refsnes also  earn
commissions from  transactions involving  various other financial
products including  mutual funds.   Dain  Bosworth's and Rauscher
Pierce Refsnes'  commission business  is derived  primarily  from
individual  investors.     However,   commission  revenues   from
institutional investors  have increased  in recent years and both
companies are  investing resources  to develop  more fully  their
institutional businesses.

     Investment  Banking   and  Underwriting  Activities.    Dain
Bosworth and  Rauscher Pierce  Refsnes  earn  investment  banking
revenues by assisting clients in planning to meet their financial
needs and advising them on the most advantageous means of raising
capital.  Such plans are sometimes implemented by managing or co-
managing public  offerings of  securities or by arranging private
placements  of   securities  with   institutional  or  individual
investors.  The syndicate departments coordinate the distribution
of managed  and co-managed corporate equity underwritings, accept
invitations  to   participate  in   competitive   or   negotiated
underwritings managed  by other  investment  banking  firms,  and
allocate and  merchandise Dain  Bosworth's  and  Rauscher  Pierce
Refsnes' selling  allotments to  their branch  office systems, to
institutional  clients   and  to   other  broker-dealers.    Both
companies are  also among the leaders in their respective regions
in the origination, syndication and distribution of securities of
municipalities,   state   and   local   agencies,   health   care
organizations  and  financial  institutions.    Participation  in
underwritings can expose the companies to material risk since the
possibility  exists   that  securities  they  have  committed  to
purchase cannot  be sold  at the initial offering price.  Federal
and  state  securities  laws  and  regulations  also  affect  the
activities  of  underwriters  and  impose  substantial  potential
liabilities for violations in connection with sales of securities
by underwriters  to the  public.  In addition to public offerings
and private placements, Dain Bosworth and Rauscher Pierce Refsnes
provide other consulting services, including providing valuations
of securities and companies, arranging and evaluating mergers and
acquisitions and advising clients with respect to financing plans
and related matters.

     Customer  Financing.     A   significant  portion   of  Dain
Bosworth's and  Rauscher Pierce Refsnes' profitability is derived
from net  interest income,  the major portion of which relates to
customer balances.   Customer transactions are effected on either
a cash  or margin  basis.  Purchases on a cash basis require full
payment by  the designated  settlement date,  generally the third
business day  following the  transaction date.  ROG  carries  all
customer balances  of each  of  Dain  Bosworth,  Rauscher  Pierce
Refsnes and  the correspondent  introducing firms serviced by RPR
Correspondent Services  and allocates interest income and expense
related to  customers, as  well as uncollectible amounts due from
customers, back to Dain Bosworth and Rauscher Pierce Refsnes and,
through  Rauscher   Pierce   Refsnes,   to   such   correspondent
introducing firms.    Both  Dain  Bosworth  and  Rauscher  Pierce
Refsnes are  at risk  in the  event a  customer fails to settle a
trade and  the value of the securities declines subsequent to the
transaction date. When a purchase is made on a margin basis, Dain
Bosworth or  Rauscher Pierce Refsnes, through ROG, extends credit
to the  customer for a portion of the purchase price.  The amount
of the  loan is  subject to  margin regulations  of  the  Federal
Reserve Board,  the  NYSE  and  the  internal  policies  of  Dain
Bosworth, Rauscher  Pierce Refsnes  and ROG,  which are generally
more  stringent  than  applicable  regulations.    In  permitting
customers to  purchase on  margin,  Dain  Bosworth  and  Rauscher
Pierce Refsnes,  through ROG, take the risk that a market decline
could reduce the value of the collateral securing the margin loan
below the  amount of  the customer's  indebtedness and  that  the
customer might  be unable to repay the indebtedness.  Interest is
charged at a floating rate based on amounts borrowed by customers
to finance purchases on margin.  The rate charged is dependent on
the average  net debit  balance in  the customer's  accounts, the
activity level in the accounts and the applicable cost of funds.

     Customers will  at times accumulate credit balances in their
accounts.   Such  balances  result  from  payment  of  dividends,
interest or principal on securities held for such customers, from
funds  received   in  connection   with  sales  of  a  customer's
securities and  from cash  deposits  made  by  customers  pending
investment.   Pending investment  of such  funds or reimbursement
upon the  customer's request,  ROG pays  interest on those credit
balances on  behalf of Dain Bosworth and Rauscher Pierce Refsnes.
ROG uses available credit balances to lend funds to Dain Bosworth
and Rauscher  Pierce Refsnes  customers purchasing  securities on
margin.   Excess customer  credit balances are invested in short-
term securities in accordance with applicable regulations and are
segregated for  the exclusive  benefit of  customers.   Both Dain
Bosworth and Rauscher Pierce Refsnes generate net interest income
through ROG  from the  positive interest  rate spread between the
rate  earned  from  margin  lending  and  alternative  short-term
investments and the rate paid on customer credit balances.

     Dain Bosworth,  Rauscher Pierce  Refsnes and ROG are members
of the Securities Investor Protection Corporation ("SIPC"), which
insures customer  accounts up to specified limits in the event of
liquidation.   Additionally, all  three firms  maintain insurance
coverage in  order  to  insure  customer  accounts  to  specified
amounts in excess of SIPC coverage.

     Security Repurchase  Activities.  Dain Bosworth and Rauscher
Pierce Refsnes  act as  principals in  the purchase  and sale  to
their customers of securities of the United States Government and
its agencies,  including repurchase agreements in such securities
and certain  other money  market instruments.   Dain Bosworth and
Rauscher Pierce  Refsnes may  match purchases  and sales of these
securities.   Dain Bosworth  and Rauscher  Pierce Refsnes  are at
risk to  the extent that they do not properly match the contracts
or  their   customers  are  unable  to  meet  their  obligations,
especially during  periods of rapidly changing interest rates and
fluctuations  in   market  conditions.      All   positions   are
collateralized.    Dain  Bosworth  and  Rauscher  Pierce  Refsnes
generally take  physical possession of securities purchased under
agreements to  resell.  Such agreements provide Dain Bosworth and
Rauscher  Pierce   Refsnes  with   the  right   to  maintain  the
relationship between  the market  value of the collateral and the
receivable.   Typically, these  contracts are  entered into  only
with clients  of substantial  size and  credit-worthiness.   Dain
Bosworth and  Rauscher Pierce  Refsnes also  periodically utilize
securities  sold  under  repurchase  agreements  as  a  means  of
financing portions  of their trading inventories and facilitating
hedging transactions.

     Securities Lending  and Borrowing  Activities.    Securities
brokers and  dealers, including  ROG, borrow  securities from and
lend securities  to  other  brokers  and  dealers  to  facilitate
clearance and  delivery of  securities   that have been sold when
customers fail  to deliver  securities prior  to settlement date.
ROG also  will act  as a  conduit by arranging securities lending
transactions between brokers wishing to lend securities and those
wishing to  borrow the  same securities.   When such transactions
occur,  the   lending  broker  provides  excess  customer  margin
securities to  the borrowing  broker in return for a cash deposit
that is  generally equivalent  to 102 percent of the market value
of the securities loaned.  Both the lending and borrowing brokers
have the  right to  mark the  securities to  market in  order  to
maintain  the  relationship  between  the  market  value  of  the
securities loaned  and the  cash collateral  deposited.  When the
securities are  no longer  needed by the borrowing firm, they are
returned to  the lending  broker, which  returns the cash deposit
held, plus  interest, to  the borrowing broker.  When engaging in
such securities  lending and  borrowing activities,  ROG collects
cash deposits  from brokers  that  collateralize  the  securities
loaned, invests  the cash  deposit and  profits from  the  spread
between the  interest rate  paid to  the borrowing  broker on the
cash deposit  and the  rate earned  by ROG.   In  all  securities
lending transactions,  ROG is  at risk to the extent that it does
not  maintain  the  relationship  between  the  market  value  of
securities loaned and the value of the cash deposit held.  ROG is
also at  risk to the extent that securities it borrows decline in
value and the loaning broker fails to return ROG's cash deposit.

     Research Activities.  Both Dain Bosworth and Rauscher Pierce
Refsnes  have   research  departments   which  provide  analysis,
investment  recommendations   and  market   information  with  an
emphasis on  companies located  in their  respective regions.  At
December 31,  1995 Dain  Bosworth had  20 securities analysts and
Rauscher Pierce  Refsnes had  11.   Both companies  also purchase
certain research products from independent research organizations
to supplement their internal research activities.

     Regulation.     The  securities   industry  is   subject  to
comprehensive regulation  by federal  and state  governments, the
various securities  and commodities  exchanges  and  other  self-
regulatory bodies.   The  regulations cover  all aspects  of  the
securities business  including sales  methods,  registration  and
distribution of securities, trade practices among broker-dealers,
transactions with  affiliates, conflicts  of interest,  uses  and
safekeeping of customers' funds and securities, capital levels of
securities firms,  record keeping  and the  conduct of employees.
Violations of  these rules and regulations can result in censure,
fines, suspensions,  revocation of  the right  to do business and
private rights  of action  for damages.   Dain Bosworth, Rauscher
Pierce Refsnes,  ROG  and  AMS  believe  they  have  operated  in
compliance with  applicable rules and regulations in all material
respects.

     Uniform Net  Capital Rule.   As  broker-dealers  and  member
firms of the NYSE, Dain Bosworth, Rauscher Pierce Refsnes and ROG
are  subject  to  the  Uniform  Net  Capital  Rule  (the  "Rule")
promulgated by  the Securities and Exchange Commission.  The Rule
is designed  to  measure  the  general  financial  integrity  and
liquidity of  a broker-dealer  and the minimum net capital deemed
necessary to  meet the  broker-dealer's continuing commitments to
its customers.   The  Rule provides  for two methods of computing
net capital.   ROG, which carries all of the customer accounts of
Dain Bosworth,  Rauscher Pierce  Refsnes  and  the  correspondent
firms serviced through RPR Correspondent Services, currently uses
what is generally referred to as the alternative method.  Minimum
net capital is defined under this method to be equal to 2 percent
of customer  debit balances,  as defined.    The  NYSE  may  also
require a  member organization  to reduce  its  business  if  net
capital is  less than 4 percent of such aggregate debit items and
may prohibit  a member  firm  from  expanding  its  business  and
declaring cash  dividends if  its net  capital  is  less  than  5
percent of such aggregate debit items.  In computing net capital,
various adjustments  are made  to exclude  assets which  are  not
readily convertible  into cash  and  to  provide  a  conservative
valuation of other assets such as a company's trading securities.
Failure to  maintain the  required net capital may subject a firm
to suspension  or expulsion  by  the  NYSE,  the  Securities  and
Exchange  Commission   and  other   regulatory  bodies   and  may
ultimately require  its liquidation.   Dain Bosworth and Rauscher
Pierce Refsnes,  which  do  not  carry  customer  accounts,  must
maintain minimum  net capital  of approximately  $1.4 million and
$1.0  million,  respectively.    At  all  times,  Dain  Bosworth,
Rauscher Pierce Refsnes and ROG have maintained their net capital
above the required levels.  See Note J to "Consolidated Financial
Statements."

Money Management

     AMS, formerly  known as Insight Investment Management, Inc.,
was restructured  in January  1995 into  a new financial services
organization supporting  all  mutual  fund  and  cash  management
products sold by Dain Bosworth and Rauscher Pierce Refsnes.  This
shared service  strategy was  expanded in  early 1996  to include
product management  responsibility  for  all  externally  managed
packaged products and services sold by Dain Bosworth and Rauscher
Pierce Refsnes.    In  addition,  AMS,  a  registered  investment
advisor, continues  to conduct  the portfolio management business
of Insight  Investment Management,  a division  of AMS, including
the provision  of fixed  income portfolio  management services to
Great  Hall  Investments  Funds,  Inc.,  ("Great  Hall")  and  to
individual and  institutional clients.  Great Hall is an open-end
management investment  company that  currently offers  shares  in
five series,  each of  which is,  in essence,  a separate  mutual
fund.   Three of  the Great  Hall series are "money market" funds
and the  remaining two  series invest  primarily  in  longer-term
municipal securities.   Although  Insight Management's  expertise
has historically  been in  the tax-exempt  fixed-income area, AMS
plans to  develop and  expand the division's taxable fixed income
management capabilities  and to  market  such  expanded  services
primarily to institutional investors.

Clearing and Other Services

     ROG clears and settles trades on a fully disclosed basis for
Dain Bosworth,  Rauscher Pierce  Refsnes  and  the  correspondent
introducing firms  clearing  through  them.    RPR  Correspondent
Services, formerly  known as RPR Clearing Services, a division of
Rauscher  Pierce   Refsnes,  is  in  the  business  of  marketing
correspondent clearing  services provided by ROG.  As of December
31, 1995  ROG provided  clearing services  to  169  correspondent
introducing firms  introduced through  RPR Correspondent Services
and one correspondent firm introduced through Dain Bosworth.  ROG
also provides  data processing  and technology  services  to  the
Company and  its subsidiaries.   Correspondent  firms  introduced
through RPR  Correspondent  Services  or  otherwise  and  cleared
through ROG are charged fees based on their use of services.

Competition

     Dain Bosworth,  Rauscher Pierce  Refsnes and  AMS  encounter
intense competition in their businesses and compete directly with
numerous firms,  many of which have substantially greater capital
and  other   resources.     Such  subsidiaries   also   encounter
competition  from   banks,  insurance   companies  and  financial
institutions in  many elements  of their businesses.  Legislative
proposals currently  under consideration  would permit  banks  to
offer additional  services which have traditionally been provided
only by  securities and  money management  firms.   Additionally,
competition among  securities firms  and  other  competitors  for
successful  sales   representatives,   securities   traders   and
investment bankers is intense and continuous.

     Dain Bosworth and Rauscher Pierce Refsnes compete with other
securities firms  and with  banks, insurance  companies and other
financial institutions  principally  on  the  basis  of  service,
product selection,  location and  reputation  in  local  markets.
Dain Bosworth  and Rauscher  Pierce Refsnes  operate at  a  price
disadvantage to  discount  brokerage  firms  that  do  not  offer
equivalent services.

     RPR Correspondent  Services competes  for  the  business  of
correspondent  introducing  brokers  on  the  basis  of  service,
product selection, reputation and price.

     AMS' Insight  Management division  competes with other fixed
income portfolio  managers principally  on the basis of portfolio
performance, price and service.

Employees

     At December  31, 1995  the Company  had approximately  3,270
full-time employees.   Of  these, 1,896  were  employed  by  Dain
Bosworth, 970  were employed by Rauscher Pierce Refsnes, 326 were
employed by  ROG and the rest were employed by AMS or the holding
company.   None of  the Company's  employees is  represented by a
collective bargaining unit.

ITEM 2. PROPERTIES:

     The headquarters  and administrative offices of the Company,
Dain Bosworth,  AMS and  ROG are  located in  three buildings  in
downtown Minneapolis,  Minnesota,  including  the  Dain  Bosworth
Plaza.   The Company  began occupying  space in the Dain Bosworth
Plaza under  a long-term  operating lease  in January  1992.  The
Company's office space in a second building remains under a long-
term lease commitment and was renovated in 1992 to facilitate the
consolidation of the Company's clearance and settlement functions
into ROG  (see "Clearing  and Other Services").  Additional space
in a  third building  in Minneapolis  was obtained in 1994 by ROG
under an  operating lease  to facilitate growth.  Rauscher Pierce
Refsnes leases  office space in Dallas, Texas that is used as its
corporate headquarters.   During  1994  Rauscher  Pierce  Refsnes
entered into  a long-term  operating lease  for new  headquarters
space in  Dallas, Texas  which it began to occupy during the 1995
third quarter.   Both  Dain Bosworth  and Rauscher Pierce Refsnes
have extensive branch office systems which lease space in various
locations throughout their regions. The Company believes that its
facilities are  suitable and  adequate to meet its needs and that
such facilities  have  sufficient  productive  capacity  and  are
appropriately utilized.

     Further information  about  the  lease  obligations  of  the
Company is  provided in  Note H  to the  "Consolidated  Financial
Statements."

ITEM 3. LEGAL PROCEEDINGS:

     The Company  and/or  its  subsidiaries,  Dain  Bosworth  and
Rauscher Pierce  Refsnes, are defendants in various civil actions
and arbitrations incidental to their businesses involving alleged
violations of  federal and  state securities laws and other laws.
Some of  these actions,  including the  actions described in more
detail below,  claim substantial  damages.   Some of  the actions
have  also  been  brought  on  behalf  of  purported  classes  of
plaintiffs and relate to underwritings of securities.

     Midwest Life Insurance Litigation

                 The Company and Dain Bosworth have been named as
     defendants in  ten actions  brought  by  insurance  guaranty
     associations and  certain  individuals  in  connection  with
     losses suffered  under  single  premium  deferred  annuities
     issued by  the Midwest  Life Insurance  Company  ("MWL"),  a
     former subsidiary  acquired by  the Company in 1980 and sold
     by it  in early 1986.  Rauscher Pierce Refsnes has also been
     named as a defendant in one of such actions.  Such annuities
     were primarily  sold through  the private client sales force
     of Dain  Bosworth and,  to a limited extent, Rauscher Pierce
     Refsnes.   MWL, which  was sold  two times subsequent to its
     sale by  the Company in 1986 and was relocated from Nebraska
     to Louisiana  by the final owners, Southshore Holding Corp.,
     was declared  insolvent and  ordered liquidated by the State
     of Louisiana  in August  1991.  Generally, MWL policyholders
     have been  reimbursed for  their losses  up to  $100,000 per
     holder by the state guaranty funds.  The plaintiffs (or real
     parties in  interest) in  these cases are certain individual
     policyholders  and/or   the   Life   and   Health   Guaranty
     Associations of  each of Colorado, Iowa, Minnesota, Montana,
     Nebraska, North Dakota, Oregon, South Dakota, Washington and
     Wyoming, which  claim to  have succeeded  to the  rights  of
     policyholders they reimbursed for MWL losses.  Plaintiffs in
     the aggregate  seek to  recover in  excess of $64 million in
     compensatory damages, as well as punitive damages, interest,
     costs, attorneys' fees and other relief.

                  The first of these actions,  Karsian, et al. v.
     Inter-Regional  Financial   Group,   Inc.,   Dain   Bosworth
     Incorporated and  Rauscher Pierce  Refsnes, Inc., is pending
     in the  United States  District Court  for the  District  of
     Colorado and  was initially  brought in  August  1993  as  a
     purported class  action.  The court has since held, however,
     that there  are no  proper class  claims.  The plaintiffs in
     this action seek approximately $10.7 million in compensatory
     damages and  allege common  law fraud,  breach of  fiduciary
     duty,  negligence  and  negligent  misrepresentation,  civil
     conspiracy, RICO  claims, breach  of  contract,  and  claims
     under the  Investment Advisors Act of 1940 and various state
     laws.  The RICO, breach of contract, and Investment Advisors
     Act claims  were dismissed by the trial court along with the
     class claims in July 1995.

                    The other nine actions, which were brought in
     April and  May 1995,  allege similar  claims to the Colorado
     action.   In the  South  Dakota  and  Minnesota  cases,  the
     Guaranty Associations  also allege intentional infliction of
     economic harm.   These  actions are captioned and pending as
     follows, and  the plaintiffs  in each action seek the amount
     of compensatory damages indicated in parentheses:

     Iowa Life and Health Insurance Guaranty Ass'n v. Inter-
     Regional Financial Group, Inc. and Dain Bosworth
     Incorporated  (Iowa Dist. Ct., Polk County) ($5.7 million)
     
     C. Randolph, L. Schnobrich, V. Troumbly, P. Dumke, E. Davis
     and Minnesota Life and Health Insurance Guaranty Ass'n v.
     Inter-Regional Financial Group, Inc. and Dain Bosworth
     Incorporated  (Dakota County Dist. Ct.) ($32.2 million)
     
     Montana Life and Health Insurance Guaranty Ass'n v. Inter-
     Regional Financial Group, Inc. and Dain Bosworth
     Incorporated, (Montana First Judicial Court, Lewis & Clark
     County) ($3.4 million)
     
     Nebraska Life and Health Insurance Guaranty Ass'n v. Inter-
     Regional Financial Group, Inc. and Dain Bosworth
     Incorporated, (Nebraska Dist. Ct., Lancaster County) ($2.8
     million)
     
     North Dakota Life and Health Insurance Guaranty Ass'n v.
     Inter-Regional Financial Group, Inc. and Dain Bosworth
     Incorporated, (District Court, Cass County, North Dakota)
     ($2.1 million)
     
     Oregon Life and Health Insurance Guaranty Ass'n v. Inter-
     Regional Financial Group, Inc. and Dain Bosworth
     Incorporated, (Oregon Circuit Court of Multnomah County)
     ($.5 million)
     
     South Dakota Life and Health Insurance Guaranty Ass'n v.
     Inter-Regional Financial Group, Inc. and Dain Bosworth
     Incorporated, (South Dakota Second Judicial Circuit,
     Minnehaha County) ($1.7 million)
     
     Washington Life and Health Insurance Guaranty Ass'n v.
     Inter-Regional Financial Group, Inc. and Dain Bosworth
     Incorporated, (Washington Superior Court for King County)
     ($2.1 million)
     
     Wyoming Life and Health Insurance Guaranty Ass'n v. Inter-
     Regional Financial Group, Inc. and Dain Bosworth
     Incorporated, (Wyoming District Court for Laramie County)
     ($2.7 million)

                 Motions to dismiss have been filed and denied in
     each of  these actions,  except that (a) claims for punitive
     damages were  dismissed in the Montana, Oregon, South Dakota
     and Wyoming  cases, (b)  claims  for  attorney's  fees  were
     dismissed in  the Montana  and  Oregon  cases,  (c)  certain
     specific causes of action were dismissed or withdrawn in the
     Montana, North  Dakota, Oregon  and South  Dakota cases, and
     (d)  the   Iowa  Guaranty   Association   was   ordered   to
     particularize  its  claims  on  an  individual  policyholder
     basis.

                   The Company, Dain Bosworth and Rauscher Pierce
     Refsnes believe  that they  have substantial and meritorious
     defenses  available,   and  they  are  defending  themselves
     vigorously in these actions.

     The Resolution Trust Corporation

                    Rauscher Pierce  Refsnes and Robert H. Brown,
     Rauscher Pierce  Refsnes' executive vice president of equity
     capital markets,  have been named as defendants in an action
     Resolution  Trust   Corporation,  as  receiver  for  Western
     Savings  &   Loan  Association,  F.A.  vs.  Express  America
     Holdings Corporation;  Smith  Barney  Harris  Upham  &  Co.;
     Rauscher Pierce  Refsnes, Inc.,  et al,  brought in the U.S.
     District Court  in Phoenix,  Arizona in  December 1995.  The
     Resolution Trust  Corporation (the "RTC") in connection with
     the May  1991 sale by the RTC of the stock of WESAV Mortgage
     Corporation ("WESAV"),  a subsidiary  of Western  Savings  &
     Loan Association,  F.A., through an auction process in which
     Rauscher Pierce  Refsnes acted  as broker  and Smith  Barney
     Harris Upham  & Co.  ("Smith  Barney")  acted  as  financial
     advisor for  the RTC.   WESAV  was  sold  to  First  Western
     Partners,  the   predecessor  to  Express  America  Holdings
     Corporation ("Express  America")  for  a  gross  acquisition
     price of approximately $45 million, including the assumption
     of approximately $19 million in liabilities.  In addition to
     the corporate  defendants and  Mr. Brown, the RTC also named
     as defendants  in the  action Smith Barney, Express America,
     Express  America's   chief  executive   officer  and   chief
     financial officer,  the former  chief executive  officer and
     former chief  financial officer  of WESAV, and certain other
     individuals.     The  RTC   alleges  negligence,  breach  of
     contract, breach  of fiduciary  duty  and  fraud  and  seeks
     compensatory damages  in excess  of $20 million and punitive
     damages of $60 million, along with interest, costs and other
     relief.   Effective January  1, 1996 the RTC was merged into
     the Federal Deposit Insurance Corporation.

                Rauscher Pierce Refsnes,  Mr. Brown and the other
     defendants have  filed  motions  to  dismiss  these  claims.
     Rauscher Pierce Refsnes and Mr. Brown believe that they have
     substantial and meritorious defenses available, and they are
     defending themselves vigorously in this action.

          While the outcome of any litigation is uncertain,
management, based in part upon consultation with legal counsel as
to certain  of the actions pending against the Company and/or its
subsidiaries, believes  that the  resolution of  all such matters
will not  have a  material adverse  effect  on  the  consolidated
financial condition  or results  of operations  of the Company as
set forth  in the  consolidated  financial  statements  contained
herein.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

      No matters were submitted to a vote of security holders
during the fourth quarter ended December 31, 1995.

<PAGE>

EXECUTIVE OFFICERS OF THE REGISTRANT

      The following officers have been designated by the Board of
Directors of  the Company as its current "executive officers" for
SEC reporting  purposes.   All  officers  are  generally  elected
annually at  the Board  meeting  held  in  conjunction  with  the
Company's Annual Stockholders meeting and hold such offices until
the following  year, subject  to their earlier death, resignation
or removal.

                                    Principal Occupation and
                                      Business Experience
Name                Age             for the Past Five Years
-----------------------------------------------------------------

John C. Appel        47       President   and   Chief   Operating
                              Officer,       Dain        Bosworth
                              Incorporated, since  February 1994.
                              Executive  Vice   President,   IFG,
                              since April  1990;  Executive  Vice
                              President   and   Chief   Financial
                              Officer,       Dain        Bosworth
                              Incorporated,   April    1990    to
                              February   1994.      Senior   Vice
                              President, IFG,  from May  1986  to
                              April   1990;    Chief    Financial
                              Officer,  IFG,  from  May  1986  to
                              February  1994.     Member  of  IFG
                              Executive Committee.

Angela M. Chicoine   33       Controller and  Acting Director  of
                              Corporate Audit,  IFG, since  March
                              1995; Vice  President,  IFG,  since
                              June 1993;  Director  of  Corporate
                              Audit, IFG, from June 1993 to March
                              1995.      Field   Audit   Manager,
                              Honeywell, Inc.,  from January 1992
                              to  June   1993.    Audit  Manager,
                              Coopers &  Lybrand, from  June 1989
                              to January 1992.

B. J. French         59       Vice  President   and  Director  of
                              Corporate       and        Investor
                              Communications, IFG, since November
                              1991.     Director   of   Corporate
                              Communications     and     Investor
                              Relations, Tonka  Corporation, from
                              December 1989 to September 1991.

Louis C. Fornetti    46       Executive  Vice   President,  Chief
                              Financial  Officer  and  Treasurer,
                              IFG, since  August  1995.    Senior
                              Vice President  and Chief Financial
                              Officer, American Express Financial
                              Advisors, Inc. (formerly IDS), from
                              October 1993  to July  1995; Senior
                              Vice   President    and   Corporate
                              Controller,    American     Express
                              Financial  Advisors,   Inc.,   from
                              March 1988 to October 1993.  Member
                              of IFG Executive Committee.

Jerry W. Hayes       50       President   and   Chief   Executive
                              Officer, Regional Operations Group,
                              Inc., since  May 1992.  Senior Vice
                              President,      Dain       Bosworth
                              Incorporated,  from   May  1992  to
                              November    1992.    Senior    Vice
                              President,      Marquette      Bank
                              Minneapolis, from  December 1989 to
                              April  1992.      Member   of   IFG
                              Executive Committee.

Carla J. Smith       38       Senior Vice  President, IFG,  since
                              May  1994;   General  Counsel   and
                              Secretary, IFG, since January 1991.
                              Partner,  Dorsey  &  Whitney,  from
                              January   1989    to   June   1990;
                              Associate, Dorsey  & Whitney,  from
                              May 1981 to December 1988.

                              President   and   Chief   Executive
J. Scott Spiker      40       Officer,   IFG   Asset   Management
                              Services, Inc., since January 1995.
                              Senior Vice  President and Director
                              of Strategic Planning and Corporate
                              Development,  IFG,   from  February
                              1994 to December 1994.  Senior Vice
                              President  and   Manager   Employee
                              Benefit  Services,   Norwest   Bank
                              Minnesota, N.A.,  from June 1989 to
                              January  1994.     Vice  President,
                              Strategic       Planning        and
                              Acquisitions, Norwest  Corporation,
                              from December  1987 to  June  1989.
                              Member of IFG Executive Committee.

Irving Weiser        48       Chief Executive Officer, IFG, since
                              January 1990; President, IFG, since
                              July   1985.      Chief   Executive
                              Officer,       Dain        Bosworth
                              Incorporated,  since   April  1990;
                              Chairman   of   the   Board,   Dain
                              Bosworth Incorporated,  since April
                              1990. Acting  President  and  Chief
                              Executive Officer,  Rauscher Pierce
                              Refsnes,  Inc.,   since   September
                              1995;  Chairman,   Rauscher  Pierce
                              Refsnes,  Inc.,   since   September
                              1995.    President,  Dain  Bosworth
                              Incorporated, from  April  1990  to
                              February  1994.     Member  of  IFG
                              Executive Committee
<PAGE>

                             PART II

ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
        EQUITY AND RELATED STOCKHOLDER MATTERS:

     (a)  Market Information.

     The Company's  common stock  trades on  the NYSE  under  the
symbol "IFG."   The  high and  low sales  prices per share of the
Company's  common  stock,  as  adjusted  for  the  3-for-2  split
effected on  December 20, 1995, by quarter for the last two years
were as follows:

<TABLE>
<CAPTION>
                           1995                      1994
                  ---------------------      --------------------
QUARTER             HIGH         LOW           HIGH        LOW
-------           ---------------------      --------------------
<S>               <C>          <C>           <C>        <C>
First             $17          $14-27/32     $21-3/4    $17-1/2
Second             19-27/32     16-5/32       18-1/2     14-27/32
Third              24-5/32      19            17-3/4     13-11/32
Fourth             27-5/32      23            16         14-22/32

</TABLE>

     (b)  Holders.

     At  February   29,  1996,  there  were  approximately  5,700
shareholders of  the Company's  common  stock.    The  number  of
shareholders was determined by adding the number of recordholders
to the  estimated number  of proxies  to be  sent to  street name
holders.

     (c)  Dividends.

     Cash dividends per common share paid by the Company, as
adjusted for the 3-for-2 split effected December 20, 1995, by
quarter for the last two years were as follows:

<TABLE>
<CAPTION>
                    Quarter     1995          1994
                    -------------------------------
                    <S>       <C>          <C>
                    First     $.10-2/3     $.05-1/3
                    Second     .10-2/3      .10-2/3
                    Third      .10-2/3      .10-2/3
                    Fourth     .10-2/3      .10-2/3
</TABLE>

     The company  declared a  regular quarterly  cash dividend of
$.11 per  share in  February 1996  which was  paid in March 1996.
The determination of the amount of future cash dividends, if any,
to be  declared and  paid will  depend on  the  Company's  future
financial condition, earnings and available funds.

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA:
<TABLE>
<CAPTION>
                                          Year Ended December 31,
(Dollars in thousands,       --------------------------------------------------
except per-share amounts)     1995      1994       1993       1992      1991
                             --------------------------------------------------
(s)                      <C>        <C>        <C>        <C>        <C>
Net revenues: (A)
 Dain Bosworth
  Incorporated             $351,463   $290,753   $301,808   $255,324  $204,346
 Rauscher Pierce Refsnes,
  Inc.                      187,484    163,905    179,649    150,522   120,817
 Corporate, other and
  eliminations                3,023      2,693      1,503         62    (2,571)
                         ---------- ---------- ---------- ---------- ---------
Total net revenues         $541,970   $457,351   $482,960   $405,908  $322,592
                         ========== ========== ========== ========== =========
Total revenues             $606,747   $496,289   $511,615   $438,261  $378,274
                         ========== ========== ========== ========== =========
Earnings (Loss) before
 income taxes and
 extraordinary items:
 Dain Bosworth
 Incorporated               $43,282    $27,961    $51,717    $38,912   $26,072
 Rauscher Pierce Refsnes,
  Inc.                       18,026     14,551     30,080     21,183    12,839
 Corporate, other
  and eliminations           (5,037)    (2,717)    (4,444)    (6,404)   (5,893)
                         ---------- ---------- ---------- ---------- --------- 
                            $56,271    $39,795    $77,353    $53,691   $33,018
                         ========== ========== ========== ========== =========
Net earnings:
 Before extraordinary
  items                     $35,873    $25,453    $47,649    $34,523   $21,130
 Extraordinary items, net         -          -          -          -     6,611
                         ---------- ---------- ---------- ---------- ---------
                            $35,873    $25,453    $47,649    $34,523   $27,741
                         ========== ========== ========== ========== =========
Earnings before
 extraordinary items,
 per common and common
 equivalent share: (B)
  Primary                     $2.86      $2.03      $3.78      $2.68     $1.66
                         ========== ========== ========== ========== =========
  Fully diluted               $2.81      $2.03      $3.75      $2.61     $1.53
                         ========== ========== ========== ========== =========
Total assets             $2,021,908 $1,952,611 $1,786,022 $1,270,945 $1,464,359
                         ========== ========== ========== ========== =========
Long-term debt              $41,410    $47,023    $22,166    $16,364    $26,686
                         ========== ========== ========== ========== ==========
Shareholders' equity       $222,494   $195,420   $177,683   $131,953   $104,110
                         ========== ========== ========== ========== ==========

Other information:
Equity per common
 share (B)                   $18.44     $16.20     $14.57     $10.88      $8.37
Cash dividends per
 common share (B & C)      $.42-2/3   $.37-1/3   $.18-2/3       $.08         $-
Common shares outstanding
 at year-end,
 in thousands (B)            12,065     12,062     12,196     12,122     12,257
Pretax margin - before
 extraordinary items,
 based on net revenues         10.4%       8.7%      16.0%      13.2%     10.2%
Net return on average
 equity-before
 extraordinary items           17.3%      13.5%      31.0%      28.9%     23.8%
Net return on average
 equity-net earnings           17.3%      13.5%      31.0%      28.9%     31.3%
Long-term debt-to-equity
 ratio                         18.6%      24.1%      12.5%      12.4%     25.6%
Average number of
 employees                    3,285      3,133      2,806      2,591      2,391
Average number of
 investment executives        1,271      1,205      1,084      1,009        943
Operating office locations
 at year end                     91         95         81         78         74

</TABLE>

[FN]

(A) Net revenues equal total revenues less interest expense.

(B) Adjusted for a three-for-two stock split effected in December
1995.

(C) 1992 dividends exclude a $.10-2/3 per share special dividend
paid in February 1992.

<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS:

     Business Environment

     The  Company's   subsidiaries  are   primarily  engaged   in
securities  brokerage,   investment  banking   and   trading   as
principals in  equity and  fixed income securities.  All of these
activities are  highly competitive  and sensitive to many factors
outside the  control of  the  Company,  including  volatility  of
securities  prices   and  interest   rates,  trading   volume  of
securities, economic  conditions in the regions where the Company
does business,  income tax  legislation and demand for investment
banking and  securities brokerage  services. While  revenues  are
dependent upon  the level  of trading  and  underwriting  volume,
which  may  fluctuate  significantly,  a  large  portion  of  the
Company's expenses  remain fixed.  Consequently, net earnings can
vary significantly from period to period.

Three Years Ended December 31, 1995

     Summary of Operating Results

     During 1995  net earnings totaled $35.9 million, an increase
of $10.4 million or 41 percent over 1994.  Net revenues (revenues
less interest expense) for 1995 reached $542.0 million, a Company
record.   The Company,  along with  the rest  of  the  securities
industry benefited  in 1995  from the resurgence in the financial
markets  in  the  third  and  fourth  quarters  and  accompanying
stabilization of interest rates and high securities prices.   The
Company also  benefited in  1995 from the substantial investments
in growth made during 1994, including investments in the size and
quality of  Dain Bosworth's  and Rauscher Pierce Refsnes' private
client sales  forces and  operating office  locations, as well as
Dain Bosworth's  integration of  its  October  1994  acquisition,
Chicago-based Clayton  Brown Holding  Company ("Clayton  Brown").
Such 1994 growth investments positioned the Company to capitalize
on opportunities  afforded by  1995's  more  favorable  operating
environment.   While the  Company generated  record  revenues  in
1995, net  earnings were  25-percent less  than 1993  due to  the
effects of  a larger  expense structure  and a change in business
mix from  higher margin  investment banking  activities to  lower
margin commission and principal transaction activities.

     Net earnings  totaled $25.5  million in  1994, a decrease of
$22.2 million  or 47 percent from the record earnings achieved in
1993.   Net revenues  for 1994 were $457.4 million, $25.6 million
or 5  percent less  than in  the previous  year.  During 1994 the
financial markets  in  which  the  Company  and  its  competitors
operate deteriorated, chiefly as a result of a series of interest
rate increases  that began  late  in  the  first  quarter.    Six
successive interest  rate increases  by the Federal Reserve Board
during the year led to lower and more volatile securities prices,
particularly  in  fixed  income  securities,  reduced  levels  of
municipal and  corporate underwritings and general uncertainty on
the part  of investors.  Industry profitability declined in 1994,
particularly at  firms with significant dependence upon the fixed
income business.    The  Company  has  substantial  fixed  income
operations  and,   consequently,  1994  results  were  negatively
impacted by  the volatility  in the fixed income markets.  During
the year  the Company  made significant  investments in long-term
growth initiatives  within its  core  businesses,  including  its
fixed income business.  Management estimates that Dain Bosworth's
October 1994  acquisition of  Clayton Brown had a negative impact
on the  Company's 1994  fourth-quarter and full-year net earnings
of  approximately  $800,000  or  $.06  per  share.    While  this
investment and  others, including  growth in  the private  client
sales forces, enhanced net revenues during 1994, such incremental
revenues were  more than  offset by increased expenses.  The 1994
growth initiatives  increased  the  Company's  future  production
capability, yet adversely affected 1994 profit margins.

     Comparative  Net   Revenues  and   Expenses  Summary.    The
following is  a summary of the year-to-year increases (decreases)
in categories of net revenues and operating expenses:

<TABLE>
<CAPTION>
                             1995 vs. 1994       1994 vs. 1993
                           ------------------  ------------------
(Dollars in thousands)      Amount   Percent    Amount   Percent
                           ------------------  ------------------
<S>                        <C>          <C>    <C>         <C>
Net Revenues:
 Principal transactions..  $40,053      29%      $(177)      -%
 Commissions.............   33,103      23      (4,226)     (3)
 Investment banking and
   underwriting..........   (6,948)     (7)    (32,892)    (25)
 Net interest............    8,384      23      10,020      38
 Asset management........    8,135      43       6,136      48
 Correspondent clearing..      894       8          91       1
 Other...................      998       8      (4,561)    (28)
                           -------     ---     -------     ---
                            84,619      19     (25,609)    (5)
                           -------     ---     -------     ---
Expenses excluding interest:
 Compensation and
   benefits..............   52,158      18       1,089       -
 Communications..........    3,601      10       6,298      20
 Occupancy and equipment
   rental................    4,324      15       4,020      16
 Travel and promotional..      984       5       3,792      24
 Floor brokerage and
  clearing fees..........      497       5       1,011      12
 Other...................    6,579      23      (4,261)    (13)
                           -------     ---     -------     ---
                            68,143      16      11,949       3
                           -------     ---     -------     ---
Earnings before income
  taxes..................  $16,476      41%   $(37,558)    (49)%
                           =======     ===    ========     ===
</TABLE>

     Principal Transactions

     Principal transaction revenues increased $40.1 million or 29
percent from  1994 to  1995 due primarily to more stable interest
rates, an  improved trading  environment and increased demand for
over-the-counter equity,  taxable  and  tax-exempt  fixed  income
securities generated,  in part,  from comparatively  larger sales
forces.    Principal  transaction revenues  related to  sales and
trading of over-the-counter equity, taxable fixed income and tax-
exempt fixed income securities, respectively, were 28 percent, 32
percent and 26 percent higher in 1995 than in the previous year.

     Principal transaction  revenues declined less than 1 percent
from 1993  to 1994.  While over-the-counter equity and tax-exempt
fixed income  trading revenues  increased 6  percent  over  1993,
revenues from  the  trading  of  taxable  fixed  income  products
declined 15 percent.  With the presence of rising interest rates,
the 1994  trading  environment  for  fixed  income  products,  in
particular, was  much more  volatile and  difficult than  in  the
previous year  resulting in  reduced  trading  profits  in  1994.
However, individual investor demand for and revenues from certain
fixed  income   products,  particularly   tax-exempt  securities,
increased due  to comparatively  larger sales  forces, as well as
comparatively  higher   yields  offered   by  such  fixed  income
investments than in the prior year.

     Commissions

     Commission revenues  increased $33.1  million or  23 percent
during 1995  as a  result of  higher  sales  of  over-the-counter
equity securities  sold on  an agency  basis, as  well as  higher
sales of  listed  securities,  mutual  funds  and  insurance  and
annuity  products  to  individual  and  institutional  investors.
Contributing to  the increase was a 5-percent rise in the average
number of investment executives and an 18-percent rise in the New
York Stock Exchange's average daily trading volume.

     The  $4.2   million  or  3-percent  decrease  in  commission
revenues from  1993 to 1994 was due principally to lower sales of
mutual fund and listed securities to individual and institutional
investors and lower securities prices.  The decline was partially
offset by the effects of 11-percent increases in both the average
number of   investment executives and the New York Stock Exchange
average daily trading volume.

     Investment Banking and Underwriting

     Investment banking  and underwriting  revenues declined $6.9
million or  7 percent  from 1994  to 1995  chiefly as a result of
lower levels  of  municipal  underwriting  activity,  principally
municipal refunding  transactions.  A portion of this decline was
offset by  increases in  fee-based,  financial  advisory  service
revenue  earned   from  municipal,   governmental  and  corporate
clients.     Despite  a  significant  industry-wide  increase  in
initial  public   offering  transactions,  underwriting  revenues
earned from  corporate clients  were roughly  equal in  1995  and
1994.    Such  result  was  due,  in  large  part,  to  the  1995
reorganization of  Dain Bosworth's  equity capital markets group,
which caused  the group's initial public offering market share to
decline in 1995 relative to 1994.

     Over  the   course  of  1995,  regulatory  requirements  and
scrutiny related  to municipal underwriting activities throughout
the securities  industry increased.   Uncertainty  caused by such
heightened regulation and scrutiny could negatively impact future
levels of  municipal underwriting-related  activities  and  could
also increase  costs related  to such  activities  for  both  the
Company and the securities industry as a whole.

     Investment banking  and underwriting revenues declined $32.9
million or  25 percent  in 1994  from the  prior year  as  rising
interest rates  significantly  increased  the  costs  of  raising
capital  for   Dain  Bosworth's   and  Rauscher  Pierce  Refsnes'
underwriting  clients,  thereby  reducing  the  demand  for  such
municipal and  corporate  underwritings.    Revenues  and  pretax
profits derived from municipal refundings fell from approximately
$41 million and $13 million, respectively, in 1993 to $17 million
and $2  million, respectively,  in 1994.    The  effects  of  the
decline  in   municipal  refunding  transactions,  however,  were
partially offset  by increases at both Dain Bosworth and Rauscher
Pierce Refsnes  in fee-based  investment banking  revenues,  most
significantly  mergers   and  acquisitions,   restructurings  and
private placement services performed for corporate clients.

     Net Interest Income

     The major sources of interest revenues and expenses for the
past three years are:

<TABLE>
<CAPTION>
                                         Year ended December 31,
                                   ---------------------------------
(In thousands)                       1995          1994      1993
                                   ---------------------------------
<S>                                <C>           <C>         <C>
Revenues:
 Customer margin accounts.......   $55,603       $37,307     $23,375
 Trading inventories and other..    30,596        20,477      15,319
 Deposits and short-term
  investments...................    23,194        17,386      16,173
                                   -------       -------     -------
                                   109,393        75,170      54,867
                                   -------       -------     -------
Expenses:
 Customer funds on deposit......    35,922        22,125      16,249
 Short-term bank loans and
  other.........................    25,154        14,946      10,850
 Subordinated and other
  long-term debt................     3,701         1,867       1,556
                                   -------       -------     -------
                                    64,777        38,938      28,655
                                   -------       -------     -------
Net interest income.............   $44,616       $36,232     $26,212
                                   =======       =======     =======
</TABLE>

     Short-term investments  segregated for  regulatory  purposes
and margin  loans to customers, both financed primarily by credit
balances in  customer accounts,  comprise  the  majority  of  the
Company's  interest-earning   assets.     Fixed  income   trading
inventories, which  are generally  financed with  short-term bank
borrowings or  repurchase agreements,  also generated significant
net interest  income.   The  Company's  net  interest  income  is
dependent  upon  the  level  of  customer  balances  and  trading
inventories, as  well as  the spread between the rate it earns on
those assets compared with its cost of funds.

     Net interest income accounted for 8 percent of the Company's
net revenues  in 1995  and 1994  versus 5  percent in  1993.  The
majority of  the 1995  and 1994  increases were due to 19-percent
and 35-percent rises in margin loan balances, respectively, which
resulted largely  from the  5-percent and 11-percent increases in
the average  number of investment executives.  Also, a portion of
the 1994  increase was  the result  of increasing  spreads on all
customer balances.  See "Liquidity and Capital Resources."

     As long  as favorable  interest rate  spreads are maintained
and the  level of  interest-bearing accounts  remains stable, the
Company  expects   net  interest  income  to  continue  to  be  a
significant component  of its earnings.  The Company continues to
examine alternative cash management products and services that it
may offer  to customers  with credit  balances in their accounts.
Management believes  that implementation  of new  cash management
products and  services would  result in  higher asset  management
revenues, but  would be  offset by lower net interest income and,
accordingly, would not have a material effect on net earnings.

     Average balances  and interest  rates for  1993 through 1995
are:

<TABLE>
<CAPTION>
                                      Year ended December 31,
                                  ------------------------------
(Dollars in thousands)              1995      1994       1993
                                  ------------------------------
<S>                               <C>        <C>        <C>
Interest revenues:
Margin loans to customers
 Average balance                  $628,392   $526,088   $388,398
 Average interest rate                 8.8%       7.1%       6.0%
                                  --------   --------   --------
                                   $55,603    $37,307    $23,375
                                  ========   ========   ========
Deposits and short-term
  investments
 Average balance                  $398,027   $409,648   $534,723
 Average interest rate                 5.8%       4.2%       3.0%
                                  --------   --------   --------
                                   $23,194    $17,386    $16,173
                                  ========   ========   ========
Interest expense:
Interest-bearing customer funds
  on deposit
 Average balance                  $723,803   $679,305   $685,194
 Average interest rate                 5.0%       3.3%       2.4%
                                  --------   --------   --------
                                   $35,922    $22,125    $16,249
                                  ========   ========   ========
</TABLE>

     Asset Management

     Asset management  revenues increased 43 percent in 1995 from
1994 and  48 percent  from 1993 to 1994 as a result of 47-percent
and  34-percent   increases,  respectively,   in   assets   under
management at  AMS, as  well as  increased revenues  from  larger
volumes of  assets in fee-based, managed account programs at Dain
Bosworth and Rauscher Pierce Refsnes.

     Correspondent Clearing

     Revenues from  correspondent clearing  rose $.9 million or 8
percent during  1995 as  RPR Correspondent Services, the Rauscher
Pierce Refsnes  unit that  markets and  coordinates correspondent
clearing services,  increased the  number  of  its  correspondent
brokerage firms  from 130  to 169  and benefited  from  increased
trade volumes  from such  correspondents.  Correspondent clearing
revenues increased  less than  1 percent from 1993 to 1994 as the
positive  effect  of  increased  trade  volumes  handled  by  RPR
Correspondent  Services  was  offset  by  the  discontinuance  of
service for a significant correspondent in 1994.

     Other Revenues

     Other revenues  increased approximately $1.0 million in 1995
over 1994  due principally  to gains  on the  sale of  securities
previously obtained  as a  portion of  compensation  for  certain
corporate underwriting  activity.   The  1994  decline  and  1993
increase in other revenues was primarily the result of a one-time
gain in  1993 of  approximately $5.2 million from the sale of the
Minneapolis Energy Center, a district heating and cooling company
owned by  a partnership  in which  Dain Bosworth  was the general
partner.    Net  of  expenses,  this  transaction  increased  the
Company's 1993  pretax earnings  by $4.0 million, net earnings by
$2.4 million and earnings per share by $.19. Partially offsetting
the absence  of this  gain in  1994 were  increased revenues from
fees earned  from Individual  Retirement Accounts and other types
of accounts.

     Compensation and Benefits

     Compensation and  benefits expense  is generally affected by
the level  of operating  revenues, earnings  and  the  number  of
employees.     During  1995  compensation  and  benefits  expense
increased 18  percent from  the previous year, largely the result
of increased  commissions,  incentive  compensation  and  related
benefits that  rose in  conjunction with  operating revenues  and
earnings, as  well as  a 5-percent increase in the average number
of employees and general salary increases.

     While the  largely variable  components of  compensation and
benefits expense  (commissions and  incentive compensation)  were
lower in  1994 than  1993 due  to reduced  operating revenues and
earnings, the  fixed component  increased from the prior year due
to a  12-percent increase  in the average number of employees, as
well as  increased expense  from the  amortization of  forgivable
loans issued in the recruitment of revenue-producing employees.

     Other Expenses

     Expenses other  than  compensation  and  benefits  increased
$16.0 million or 13 percent from 1994 to 1995 principally due to:
(1)  increased   litigation-related   expenses;   (2)   increased
occupancy costs  related to the full-year effect of a significant
number of  operating office  additions during  the previous year,
the move  of Rauscher  Pierce Refsnes into a new headquarters and
the expansion of numerous operating office locations during 1995;
and, (3)  volume-driven increases  in communications, market-data
and clearing  services and increased travel costs associated with
the generation of new business.

     During 1994  expenses other  than compensation  and benefits
increased $10.9  million or  10 percent  largely as the result of
transaction   volume    and   incremental   employee   costs   in
communications,  market-data  and  clearing  services;  increased
occupancy costs  related to  the addition  of 14 operating office
locations and  expansion of several others during 1994, including
the expansion of space in the Company's Minneapolis headquarters;
increased costs  associated with recruiting and the generation of
new business; and the acquisition of Clayton Brown.

     During  the  1995  first  half,  management  took  steps  to
selectively reduce  expenses or  defer spending  in light  of the
market uncertainty that characterized the first half of the year.
During the 1995 second half, expense levels increased somewhat as
management began  to selectively make investments to grow certain
parts of  the business,  primarily AMS and equity capital markets
groups within  Dain Bosworth  and Rauscher  Pierce  Refsnes,  and
build its infrastructure.  Though operating expense levels in the
1996  first  half  will  likely  remain  at  levels  above  those
experienced in  the first  half of  1995, management continues to
emphasize prudent expense control throughout the organization.

     Inflation

     Since the  Company's assets  are primarily  liquid in nature
and  experience   a  high   rate  of   turnover,  they   are  not
significantly  affected   by  inflation.  However,  the  rate  of
inflation does affect many of the Company's operating costs which
may  not  be  readily  recoverable  through  price  increases  on
services offered by the Company.

     Liquidity and Capital Resources

     The Company's  assets are substantially liquid in nature and
consist mainly  of cash  or assets readily convertible into cash.
These assets  are financed primarily by interest-bearing and non-
interest bearing customer credit balances, repurchase agreements,
other payables,  short-term and  subordinated bank borrowings and
equity capital. Changes in the amount of trading securities owned
by the  Company, customer  and broker  receivables and securities
purchased under  agreements to  resell directly affect the amount
of the Company's financing requirements.

     The Company  has various  sources of  capital for operations
and growth.    In  addition  to  capital  provided  by  earnings,
Regional Operations  Group maintains  uncommitted lines of credit
from a  number of  banks  to  finance  transactions  (principally
trading and  underwriting positions of Dain Bosworth and Rauscher
Pierce  Refsnes)   when  internally   generated  capital  is  not
sufficient.   The majority  of these  uncommitted lines of credit
are collateralized  by trading  securities and  customers' margin
securities. On February 29, 1996, approximately $272 million of a
total of $465 million in uncommitted lines of credit were unused.
Also,  the  Company  has  a  $15  million,  committed,  unsecured
revolving credit  facility that  is  used  for  advances  to  its
subsidiaries, irrevocable letters of credit and general corporate
purposes.   On February  29, 1996,  all of  this revolving credit
facility was unused.

     Dain Bosworth  and Rauscher  Pierce Refsnes must comply with
certain regulations  of the  Securities and  Exchange  Commission
measuring capitalization and liquidity and restricting amounts of
capital  that   may  be  transferred  to  affiliates.    Regional
Operations Group  clears and settles trades for Dain Bosworth and
Rauscher  Pierce   Refsnes  (including   the  accounts   of   RPR
Correspondent Services).   Regional  Operations Group carries all
customer accounts,  extends  margin  credit  to  customers,  pays
interest on  credit balances  of customers and invests any excess
customer balances.   As  a result,  Regional Operations  Group is
subject   to   similar   Securities   and   Exchange   Commission
regulations.   During 1995 Dain Bosworth, Rauscher Pierce Refsnes
and Regional  Operations Group all operated above the minimum net
capital standards.   At December 31, 1995, regulatory net capital
was $58.4  million at  Regional Operations  Group, which  was 7.2
percent of  aggregate debit  balances and $17.6 million in excess
of the  5-percent requirement.    Dain  Bosworth's  and  Rauscher
Pierce Refsnes'  net capital  requirements are  $1.4 million  and
$1.0 million,  respectively, as  neither  firm  carries  customer
balances on  its balance  sheet.   At  December  31,  1995,  Dain
Bosworth and  Rauscher Pierce  Refsnes had  net capital  of $26.8
million and  $18.2 million,  respectively,  in  excess  of  their
minimum requirements.

     The Company  paid a regular quarterly cash dividend of $.02-
2/3 per  share during  the first  quarter  of  1993  and  regular
quarterly cash  dividends of  $.05-1/3  per  share  each  quarter
thereafter through  the first  quarter of  1994.   In the  second
quarter of  1994 the  regular quarterly dividend was increased to
$.10-2/3 per  share.   During the 1996 first quarter, the Company
declared and  paid a  regular quarterly cash dividend of $.11 per
share.  The determination of the amount of future cash dividends,
if any,  to be  declared and  paid will  depend on  the Company's
future financial condition, earnings and available funds.

     In April  1994 the Company's Board of Directors authorized a
plan to  repurchase up  to 600,000 shares of the Company's common
stock.   Purchases of  the common stock will be made from time to
time at prevailing prices in the open market, by block purchases,
or in  privately negotiated transactions.  The repurchased shares
will be  used for  the Company's  employee stock option and other
benefit plans, or for other corporate purposes.  Through February
29,  1996,   the  Company   had  repurchased  541,000  shares  in
accordance with this program at a cost of $10.4 million.

     Dain Bosworth  and Rauscher  Pierce Refsnes  are dealers  in
corporate, tax-exempt  and governmental  fixed income  securities
which are carried in inventory primarily for distribution to Dain
Bosworth's  and   Rauscher   Pierce   Refsnes'   individual   and
institutional clients  in order  to meet  those  clients'  needs.
Periodically Dain  Bosworth and Rauscher Pierce Refsnes buy, sell
or position in trading inventories mortgage-derivative securities
or structured  notes.   Holdings of high-yield securities are not
material.     Each  of   the  Company's  securities  subsidiaries
maintains  comprehensive   risk  management   policies  including
position limits,  aging, duration and credit requirements.  These
policies are  intended to  limit the  size of  and  risk  in  the
Company's trading inventories.

     The Company  periodically hedges  its fixed  income  trading
inventories  with   financial  futures  or  interest-rate  option
contracts.   The Company may also trade treasury option contracts
for its  own account to minimize interest rate risk.  At December
31, 1995,  the  Company  had  open  commitments  under  financial
futures contracts  with notional amounts of $3.0 million.  At the
same date  the Company  had open  commitments to  purchase  $27.5
million and  sell $25.0  million  of  treasury  securities  under
option contracts.   At  December 31,  1995, the  Company owned no
interest rate  option contracts.   The fair market value of these
option and  financial  futures  contracts  was  not  material  at
December 31,  1995.   In addition,  the average fair market value
and trading  revenues associated with these contracts during 1995
were not  material.   Such option and financial futures contracts
expose the  Company to off-balance-sheet market risk in the event
that the  changes in interest rates do not closely correlate with
the change  in the  inventory price.    Transactions  in  futures
contracts  are   conducted  through   regulated  exchanges  which
guarantee performance  of counterparties  and are settled in cash
on a  daily basis,  thereby minimizing credit risk.   Maintaining
futures contracts  typically requires the Company to deposit cash
or securities with an exchange or other financial intermediary as
security for  its obligations.  Additional cash or securities may
be required to be deposited thereafter due to fluctuations in the
market  value  of  the  futures  contract.    In  writing  option
contracts, the  Company receives  a premium from the purchaser in
exchange  for   incurring  an  obligation  to  purchase  or  sell
securities upon  exercise of  the option.   These obligations may
require the  Company to purchase securities at prices higher than
prevailing market  prices or  sell  securities  at  prices  below
prevailing market  prices in  order to  fulfill  its  obligations
under the  contracts.   Other than as described, the Company does
not enter  into interest-rate  swap agreements,  foreign currency
contracts or  other derivative  financial instruments  with  off-
balance-sheet risk.

     In January  1996 the  Company entered  into a  $4.6  million
operating lease agreement to finance the acquisition of state-of-
the-art  technology   in  the   form  of   investment   executive
workstations,  which   the  Company  believes  will  improve  the
productivity and  client service  of Dain  Bosworth and  Rauscher
Pierce Refsnes investment executives.  Minimum lease payments for
the three-year term are included under "operating leases" in Note
H to the Consolidated Financial Statements.
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

           Index to Consolidated Financial Statements
        As of December 31, 1995 and 1994, and for each of
   the years in the three-year period ended December 31, 1995
                     and Supplementary Data
                                
                                                            Page
                                                            ----
Independent Auditors' Report.................................20

Consolidated Financial Statements:                          

     Consolidated statements of operations...................21

     Consolidated balance sheets.............................22

     Consolidated statements of shareholders' equity.........23

     Consolidated statements of cash flows...................24

     Notes to consolidated financial statements..............25

Quarterly Financial Information (unaudited)..................33

<PAGE>
                  INDEPENDENT AUDITORS' REPORT
                                
Board of Directors and Shareholders
Inter-Regional Financial Group, Inc.:

     We have audited the accompanying consolidated balance sheets
of Inter-Regional  Financial Group,  Inc. and  subsidiaries as of
December  31,   1995  and  1994,  and  the  related  consolidated
statements of operations, shareholders' equity and cash flows for
each of  the years  in the  three-year period  ended December 31,
1995.    In  connection  with  our  audits  of  the  consolidated
financial  statements,   we  have   also  audited  the  financial
statement schedule  listed in  the table  of contents  on page 38
hereof.   These consolidated  financial statements  and financial
statement  schedule  are  the  responsibility  of  the  Company's
management.  Our responsibility is to express an opinion on these
consolidated  financial   statements  and   financial   statement
schedule based on our audits.

     We  conducted   our  audits  in  accordance  with  generally
accepted auditing  standards.   Those standards  require that  we
plan and  perform the  audit to obtain reasonable assurance about
whether  the   financial  statements   are   free   of   material
misstatement.   An audit  includes examining,  on a  test  basis,
evidence supporting  the amounts and disclosures in the financial
statements.   An audit  also includes  assessing  the  accounting
principles used  and significant estimates made by management, as
well as  evaluating the overall financial statement presentation.
We believe  that our  audits provide  a reasonable  basis for our
opinion.

     In  our   opinion,  the  consolidated  financial  statements
referred to  above present  fairly, in all material respects, the
financial position  of Inter-Regional  Financial Group,  Inc. and
subsidiaries as of December 31, 1995 and 1994, and the results of
their operations  and their  cash flows  for each of the years in
the three-year period ended December 31, 1995, in conformity with
generally accepted  accounting principles.  Also, in our opinion,
the related  financial statement  schedule,  when  considered  in
relation to  the basic consolidated financial statements taken as
a  whole,   presents  fairly,   in  all  material  respects,  the
information set forth therein.

                                         KPMG Peat Marwick LLP

Minneapolis, Minnesota
February 7, 1996

<PAGE>
<TABLE>

      INTER-REGIONAL FINANCIAL GROUP, INC. AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF OPERATIONS
            (In thousands, except per-share amounts)
                                
<CAPTION>
                                    Year ended December 31,
                                -------------------------------
                                    1995      1994      1993
                                -------------------------------
<S>                               <C>       <C>        <C>
Revenues:
 Principal transactions.........  $179,180  $139,127   $139,304
 Commissions....................   175,987   142,884    147,110
 Interest.......................   109,393    75,170     54,867
 Investment banking and
  underwriting..................    89,763    96,711    129,603
 Asset management...............    27,088    18,953     12,817
 Correspondent clearing.........    12,484    11,590     11,499
 Other..........................    12,852    11,854     16,415
                                  --------  --------   --------

Total revenues..................   606,747   496,289    511,615
                                  --------  --------   --------
Interest expense................   (64,777)  (38,938)   (28,655)
                                  --------  --------   --------
Net revenues....................   541,970   457,351    482,960
                                  --------  --------   --------
Expenses excluding interest:
 Compensation and benefits......   345,834   293,676    292,587
 Communications.................    40,624    37,023     30,725
 Occupancy and equipment rental.    33,019    28,695     24,675
 Travel and promotional.........    20,665    19,681     15,889
 Floor brokerage and clearing
  fees..........................    10,120     9,623      8,612
 Other..........................    35,437    28,858     33,119
                                  --------  --------   --------
Total expenses excluding
 interest.......................   485,699   417,556    405,607
                                  --------  --------   --------
Earnings:
 Earnings before income
  taxes.........................    56,271    39,795     77,353
 Income tax expense.............   (20,398)  (14,342)   (29,704)
                                  --------  --------   --------
Net earnings ...................   $35,873   $25,453    $47,649
                                  ========  ========   ========

Earnings per common and common
 equivalent share:
 Primary........................     $2.86     $2.03      $3.78
                                  ========  ========   ========
 Fully diluted..................     $2.81     $2.03      $3.75
                                  ========  ========   ========
</TABLE>
[FN]
See accompanying notes to consolidated financial statements.

<PAGE>
<TABLE> 
          INTER-REGIONAL FINANCIAL GROUP, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                          (Dollars in thousands)
<CAPTION>
                                                December 31,
                                               1995      1994
                                            ---------------------
<S>                                          <C>         <C>
Assets:
 Cash and cash equivalents.................   $26,167     $22,764
 Cash and short-term investments
  segregated for regulatory purposes.......   411,000     338,000
 Receivable from customers.................   763,793     710,647
 Receivable from brokers and dealers.......   257,717     207,512
 Securities purchased under agreements
  to resell................................    80,233     198,561
 Trading securities owned..................   322,892     319,222
 Equipment, leasehold improvements
  and buildings, at cost, less
  accumulated depreciation of $22,141
  and $19,707, respectively................    31,108      30,082
 Other receivables.........................    80,838      78,787
 Deferred income taxes.....................    31,993      29,001
 Other assets..............................    16,167      18,035
                                           ----------  ----------
                                           $2,021,908  $1,952,611
                                           ==========  ==========
Liabilities and Shareholders' Equity:
Liabilities:
 Short-term borrowings.....................   $97,000    $150,193
 Drafts payable............................    50,431      35,021
 Payable to customers......................   982,098     868,541
 Payable to brokers and dealers............   254,542     212,954
 Securities sold under repurchase
  agreements...............................   120,808     173,972
 Trading securities sold, but not
   yet purchased...........................    61,050     116,883
 Accrued compensation......................    95,988      68,755
 Other accrued expenses and
   accounts payable........................    84,973      77,344
 Accrued income taxes......................    11,114       6,505
 Subordinated and other debt...............    41,410      47,023
                                           ----------  ----------
                                            1,799,414   1,757,191
                                           ----------  ----------
Shareholders' equity:
 Common stock (issued and outstanding,
  12,064,969 and 8,041,158 shares,
  respectively)............................     1,508       1,005
 Additional paid-in capital................    76,623      73,924
 Retained earnings.........................   144,363     120,491
                                           ----------  ----------
                                              222,494     195,420
                                           ----------  ----------
                                           $2,021,908  $1,952,611
                                           ==========  ==========
</TABLE>
[FN]
See accompanying notes to consolidated financial statements.

<PAGE>
<TABLE>

      INTER-REGIONAL FINANCIAL GROUP, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
            (In thousands, except per-share amounts)

<CAPTION>
                                      Additional    Re-      Share
                        Common Stock   Paid-In    tained    holders'
                       Shares  Amount  Capital   Earnings   Equity
                      -------- ------  --------  --------  --------
<S>                   <C>      <C>      <C>       <C>      <C>
Balances at
  December 31, 1992    8,082   $1,010   $73,128   $57,815  $131,953
                      ------   ------   -------   -------  --------
Net earnings               -        -         -    47,649    47,649
Common stock issued
  upon exercise of
  stock options           49        6       347         -       353
Cash dividends on
  common stock
  ($.28 per share)         -        -         -    (2,272)   (2,272)
                      ------   ------   -------   -------  --------
Balances at
  December 31, 1993    8,131    1,016    73,475   103,192   177,683
                      ------   ------   -------   -------  --------
Net earnings               -        -         -    25,453    25,453
Repurchase of common
  stock                 (163)     (20)        -    (3,618)   (3,638)
Common stock issued
  upon exercise of
  stock options           73        9       449         -       458
Cash dividends on
  common stock
  ($.56 per share)         -        -         -    (4,536)   (4,536)
                      ------   ------   -------   -------  --------
Balances at
  December 31, 1994    8,041    1,005    73,924   120,491   195,420
                      ------   ------   -------   -------  --------
Net earnings               -        -         -    35,873    35,873
Repurchase of
  common stock          (201)     (25)        -    (6,824)   (6,849)
Common stock issued
  upon exercise of
  stock options          194       24     2,289         -     2,313
Restricted common
  stock issued            12        2        53         -        55
Stock credited to
  Wealth Accumulation
  Plan participants        -        -       859         -       859
Cash dividends on
  common stock ($.64
  per share)               -        -         -    (5,177)   (5,177)
Three-for-two stock
  split                4,019      502      (502)        -         -
                      ------   ------   -------   -------  --------
Balances at
  December 31, 1995   12,065   $1,508   $76,623  $144,363  $222,494
                      ======   ======   =======  ========  ========
<FN>
See accompanying notes to consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>

          INTER-REGIONAL FINANCIAL GROUP, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (In thousands)
<CAPTION>
                                       Year ended December 31,
                                    ----------------------------
                                     1995       1994      1993
                                    ----------------------------
<S>                                 <C>        <C>       <C>
Cash flows from operating
 activities:
 Net earnings                       $35,873    $25,453   $47,649
 Adjustments to reconcile net
  earnings to cash provided
  (used) by operating activities,
  net of effect of acquisition:
   Depreciation and amortization      8,973      8,415     5,812
   Deferred income taxes             (2,992)    (5,302)   (6,759)
   Other non-cash items              10,486     11,388    11,274
   Cash and short-term investments
    segregated for regulatory
    purposes                        (73,000)   244,005   (79,300)
   Securities purchased under
    agreements to resell            118,328    (25,737)  (71,304)
   Net trading securities owned
    and trading securities sold,
    but not yet purchased           (59,503)    16,021   (92,182)
   Other receivables                 (2,051)   (38,032)  (12,027)

   Drafts payable and short-term
    borrowings of securities
    companies                       (22,783)   (13,147)  108,731
   Net payable to customers          60,411   (174,425)  (59,456)
   Net receivable from/payable
    to brokers and dealers           (8,617)   (99,114)   56,322
   Securities sold under
    repurchase agreements           (53,164)    89,994    56,863
   Accrued compensation              27,233    (14,884)   18,678
   Other                              3,412    (12,582)    8,264
                                    -------    -------   -------
Cash provided (used) by
 operating activities                42,606     12,053    (7,435)
                                    -------    -------   -------
Cash flows from financing
 activities:
 Proceeds from:
  Issuance of common stock            2,368        458       353
  Subordinated and other debt             -     27,237     7,427
  Revolving credit agreement,
   net                                    -     15,000         -
Payments for:
  Revolving credit agreement,
   net                              (15,000)         -    (5,450)
  Purchase of common stock           (6,849)    (3,638)        -
  Subordinated and other debt        (5,613)    (2,380)   (1,625)
  Dividends on common stock          (5,177)    (4,536)   (2,272)
                                    -------    -------   -------
Cash provided (used) by financing
 activities                         (30,271)    32,141    (1,567)
                                    -------    -------   -------
Cash flows from investing
 activities:
 Proceeds from investment
  dividends and sales                 1,826        934     1,613
 Payments for:
  Equipment, leasehold
   improvements and other           (10,758)   (13,044)  (13,025)
  Acquisition, net of cash
   acquired                               -    (23,367)       -
                                    -------    -------   -------
Cash (used) by investing
 activities                          (8,932)   (35,477)  (11,412)
                                    -------    -------   -------
Increase (Decrease) in cash and
 cash equivalents                     3,403      8,717   (20,414)
  Cash and cash equivalents:
    At beginning of year             22,764     14,047    34,461
                                    -------    -------   -------
At end of year                      $26,167    $22,764   $14,047
                                    =======    =======   =======

</TABLE>

Cash income tax payments totaled $18,884,000 in 1995, $19,916,000
in 1994  and $33,053,000 in 1993.  Cash interest payments totaled
$64,592,000, $37,959,000,  and $28,494,000   in  1995,  1994  and
1993, respectively.

[FN]
See accompanying notes to consolidated financial statements.

<PAGE>

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          Years ended December 31, 1995, 1994 and 1993

Inter-Regional Financial Group, Inc. and Subsidiaries

A.  Summary of Significant Accounting Policies

     Nature of  Business:   Inter-Regional Financial  Group, Inc.
(the "Company")  is a holding company formed in 1973 and is based
in  Minneapolis,   Minnesota.      Through   its   wholly   owned
subsidiaries,  Dain   Bosworth  Incorporated,   headquartered  in
Minneapolis,  Minnesota,   and  Rauscher  Pierce  Refsnes,  Inc.,
headquartered in  Dallas,  Texas,  the  Company  offers  regional
securities  broker-dealer  and  investment  banking  services  to
individual, institutional,  corporate  and  governmental  clients
predominantly in  the western  half of  the United  States.   The
Company is  also parent to Regional Operations Group, Inc., which
provides brokerage  operations and  technology  services  to  the
Company's broker-dealers  and correspondent  firms, and IFG Asset
Management  Services,  Inc.,  which  is  developing  services  to
support the  sale of  externally managed  mutual funds  and  cash
management products  and which,  through its  Insight  Investment
Management division,  manages the Great Hall Investment Funds and
institutional fixed income accounts.

     Basis  of   Presentation:     The   consolidated   financial
statements include the Company and its subsidiaries, all of which
are wholly  owned.   All inter-company  balances and transactions
have  been  eliminated  in  consolidation.    Certain  prior-year
amounts in  the financial  statements have  been reclassified  to
conform to the 1995 presentation.

     Cash and  Cash  Equivalents:    Cash  and  cash  equivalents
include cash  on hand,  cash in  depository accounts  with  other
financial institutions and money market investments with original
maturities of 90 days or less.

     Securities:     Securities  transactions   and  the  related
commission revenues and expenses are recorded on settlement date,
which is  not materially  different  than  if  transactions  were
recorded on trade date.

     Trading securities  owned, trading  securities sold, but not
yet purchased, and derivative financial instruments are stated at
market value.  Unrealized gains and losses on such securities are
recognized currently  in revenues.  Market value is determined by
using public  market quotations,  quote prices  from  dealers  or
recent  market   transactions,  depending   upon  the  underlying
security.

     The  Company   may,  from   time  to  time,  receive  equity
instruments  as   a  portion  of  its  compensation  for  certain
underwriting activity.   Such  instruments are  accounted for  as
investments and  are recorded  at the  lower of  cost or  market,
which is generally zero.

     Repurchase  Transactions:     Securities   purchased   under
agreements  to   resell  (reverse   repurchase  agreements)   and
securities sold  under repurchase agreements are accounted for as
financing transactions and are recorded at the contract amount at
which the  securities will  subsequently be resold or reacquired,
plus accrued interest.

     Other  Receivables:    Included  in  other  receivables  are
forgivable loans made to investment executives and other revenue-
producing  employees,   typically  in   connection   with   their
recruitment.   Such forgivable  loans are amortized over the life
of the  loan, which  is generally  three to five years, using the
straight-line method.

     Depreciation and  Amortization:   Equipment  is  depreciated
using the straight-line method over estimated useful lives of two
to eight  years. Leasehold  improvements are  amortized over  the
lesser of  the estimated  useful life  of the  improvement or the
life of the lease.  Buildings are depreciated using the straight-
line method over an estimated useful life of 25 years.

     Income Taxes:   The  Company accounts  for income  taxes  in
accordance with  Statement of  Financial Accounting Standards No.
109, "Accounting  for Income  Taxes." Under this method, deferred
tax liabilities and assets and the resultant provision for income
taxes  are  determined  based  on  the  differences  between  the
financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences
are expected to reverse.

     Fair Values  of Financial Instruments:  Substantially all of
the Company's  financial assets  and liabilities  are carried  at
market value  or at  amounts which,  because of  their short-term
nature, approximate current fair value. The Company's borrowings,
if recalculated based on current interest rates, would not differ
significantly from the amounts recorded at December 31, 1995.

     Recent Accounting  Pronouncements:    In  October  1995  the
Financial Accounting  Standards Board  issued Statement No. 123 -
"Accounting for  Stock-Based Compensation."   In 1996 the Company
intends to adopt the disclosure provisions of the Statement while
continuing  to   account  for   options  and   other  stock-based
compensation using the intrinsic value based method.

     Earnings Per  Share: Primary  earnings per  share are  based
upon the weighted average number of common shares outstanding and
the dilutive  effect of  common  stock  options.    The  weighted
average number  of shares  used in  the primary and fully diluted
computations,  respectively,   are:     1995  -   12,546,290  and
12,744,593;  1994   -  12,541,626  and  12,541,626;  and  1993  -
12,606,752 and 12,700,196.

     Use of  Estimates:   Management  of  the  Company  has  made
certain estimates  and assumptions  relating to  the reporting of
assets  and   liabilities  and   the  disclosure   of  contingent
liabilities to  prepare these  financial statements in conformity
with generally  accepted accounting  principles.   Actual results
could differ from those estimates.

B.  Receivable from and Payable to Customers

The amounts  receivable from and payable to customers result from
cash and  margin transactions.  Securities owned by customers and
held as  collateral for  receivables and securities sold short by
customers  are   not  reflected  in  the  consolidated  financial
statements. Included  in payable  to customers are customer funds
on deposit  for  reinvestment  totaling  $706  million  and  $674
million as  of December  31, 1995  and 1994,  respectively.   The
Company pays  interest  on  such  funds  at  varying  rates,  the
weighted average of which was 4.9 percent at December 31, 1995.

C.  Receivable from and Payable to Brokers and Dealers

<TABLE>
<CAPTION>
                                                December 31,
                                          ----------------------
(In thousands)                                1995        1994
                                          ----------------------
<S>                                         <C>         <C>
Receivable from brokers and dealers:
  Deposits for securities borrowed          $226,062    $164,111
  Securities failed to deliver                24,833      42,922
  Clearing organizations, correspondent
   brokers and other                           6,822         479
                                            --------    --------
                                            $257,717    $207,512
                                            ========    ========
Payable to brokers and dealers:
  Deposits for securities loaned            $223,685    $181,017
  Securities failed to receive                25,293      28,507
  Clearing organizations, correspondent
   brokers and other                           5,564       3,430
                                            --------    --------
                                            $254,542    $212,954
                                            ========    ========
</TABLE>

Securities failed  to deliver  and receive represent the contract
value of  securities which  have not  been delivered  or received
subsequent  to   settlement  date.     Securities   borrowed  and
securities loaned  are recorded  at the amount of cash collateral
advanced  or   received  in   connection  with  the  transaction.
Securities borrowed  transactions require  the Company to deposit
cash or  other collateral  with the  lender.    With  respect  to
securities loaned, the Company receives cash or other collateral.
The initial  collateral advanced  or received  has a market value
equal to  or greater  than the  market value  of  the  securities
borrowed or loaned.  The Company monitors the market value of the
securities borrowed  and loaned  on a  daily basis  and  requests
additional  collateral   or   returns   excess   collateral,   as
appropriate.

<PAGE>

D.  Trading Securities

The market values of trading security positions are summarized as
follows:

<TABLE>
<CAPTION>
                                                December 31,
                                          ----------------------
(In thousands)                                1995        1994
                                          ----------------------
<S>                                         <C>         <C>
Owned:
  Government securities                     $185,268    $129,302
  Municipal securities                        76,209     136,304
  Corporate fixed income and other
   securities                                 50,298      42,809
  Equity securities                           11,117      10,807
                                            --------    --------
                                            $322,892    $319,222
                                            ========    ========
Sold, but not yet purchased:
  Government and municipal securities        $56,166    $110,957
  Corporate and other securities               4,884       5,926
                                            --------    --------
                                             $61,050    $116,883
                                            ========    ========
</TABLE>

E.  Short-Term Borrowings
<TABLE>
<CAPTION>
                                                December 31,
                                          ----------------------
(In thousands)                                1995        1994
                                          ----------------------
<S>                                         <C>         <C>
Loans to the securities subsidiaries        $97,000     $135,193
Revolving credit loan                             -       15,000
                                            --------    --------
                                             $97,000    $150,193
                                            ========    ========
</TABLE>

     The loans  to the  securities subsidiaries  consist of  bank
borrowings on  uncommitted lines of credit, the majority of which
are collateralized  by trading  securities owned  and  customers'
margin  securities,   and  have   a  floating  rate  of  interest
approximately 50  basis points  above the Federal Funds rate (5.5
percent as  of December  31, 1995).   The market value of trading
securities pledged  as collateral  at December  31, 1995 was $133
million.   At December  31, 1995,  approximately $368  million of
additional credit was available under uncommitted credit lines.

     Revolving credit  loan borrowings and irrevocable letters of
credit are  available under  a commitment  totaling  $15  million
(none of  which was  used as  of December 31, 1995) which expires
June 30,  1997.  Loans under this facility are unsecured and bear
interest at  a floating rate of Federal Funds plus 1.125 percent.
The Company  must maintain  certain levels of net worth under the
agreement.

F.  Subordinated and Other Debt
<TABLE>
<CAPTION>
                                                December 31,
                                          ----------------------
(In thousands)                                1995        1994
                                          ----------------------
<S>                                         <C>         <C>
Subordinated debt of securities
  subsidiaries                              $32,333     $35,000
Other debt:
  Capital lease obligations (Note H)          6,174       7,087
  Other                                       2,903       4,936
                                           --------    --------
                                            $41,410     $47,023
                                           ========    ========
</TABLE>

     During  1994  Dain  Bosworth  and  Rauscher  Pierce  Refsnes
entered into  a  series  of  four-year  subordinated  bank  loans
totaling  $27   million.    Proceeds  of  the  loans  qualify  as
regulatory capital.   The  loans require  monthly,  interest-only
payments throughout  the four-year  terms, with  equal  quarterly
principal  payments   during  years   two  through   four.    The
outstanding subordinated  debt bears  a floating rate of interest
of approximately  2.5 percent  to 2.75  percent above  the London
Interbank Offered  Rates.   At December  31, 1995,  the  weighted
average interest  rate on  all of the Company's subordinated debt
was 8.8 percent.

     Other debt  is  used  primarily  to  finance  equipment  and
building  improvements,   is  payable  in  monthly  or  quarterly
installments  and   bears  interest   at  floating   rates  which
approximated 8.3  percent at December 31, 1995.  The Company must
maintain certain  levels of  net worth  under  one  of  the  debt
agreements.

     Annual principal  payments on  subordinated bank  loans  and
other debt  (excluding obligations  under capital  leases) during
the next  five years  are  as  follows:  1996-$13,289,000;  1997-
$12,932,000; 1998-$9,015,000; 1999-$0; 2000-$0.

G.  Shareholders' Equity

     Common Stock:  The common stock has a par value of $.125 per
share;  20,000,000  shares  are  authorized.    During  1994  the
Company's Board  of Directors  authorized a plan to repurchase up
to 600,000  shares of  the Company's  common stock.  Purchases of
the common  stock are made from time to time at prevailing prices
in  the   open  market,  by  block  purchases,  or  in  privately
negotiated transactions.  The repurchased shares will be used for
the Company's  employee stock  option and other benefit plans, or
for  other   corporate  purposes.     During   1995   and   1994,
respectively, the  Company repurchased 297,000 and 244,000 shares
in accordance  with this  program at  a cost  of $6.8 million and
$3.6 million.

     On October  31,  1995,  the  Company's  Board  of  Directors
declared a  three-for-two stock  split effected  in the form of a
50-percent stock  dividend  payable  on  December  20,  1995,  to
shareholders of record at the close of business on December 6.  A
total  of  4,018,880  shares  of  common  stock  were  issued  in
connection with  the split.   All  references  in  the  financial
statements to  average numbers  of shares outstanding and related
prices and  per-share amounts  have been  restated to reflect the
split.

     At December  31, 1995,  2,227,000 shares  of  the  Company's
common stock  were reserved  for  the  1986  Stock  Option  Plan,
159,000 shares  were reserved for issuance to the IFG Stock Bonus
Plan and  132,000 shares  were reserved  for issuance  to the IFG
Restricted Stock Plan for Non-Employee Directors.

     Stock Options:   The  Company maintains a stock option plan,
under which  key employees  and outside  directors may be granted
options to  purchase common stock at not less than 100 percent of
the fair  market value  of the  shares at  the date  of grant for
incentive stock  options or 50 percent for non-qualified options.
Options generally  become exercisable  at rates of 20, 50 and 100
percent as  of two, three and four years, respectively, after the
date of  grant and  expire ten  years from date of grant. Options
granted to  outside directors become exercisable six months after
grant date  and expire  five years after grant date.  At December
31, 1995,  983,000 shares  of common  stock  were  available  for
grant.

     The following  table summarizes  the activity related to the
Company's stock option plan for each of the last three years:

<TABLE>
<CAPTION>
                                         Year ended December 31,
                               -----------------------------------------
                                   1995          1994           1993
                               -----------------------------------------
<S>                             <C>            <C>           <C>
Options outstanding at
 beginning of year              1,303,500      1,040,250        740,850
Granted                           357,900        402,000        407,850
Exercised                        (298,493)      (109,425)       (75,900)
Canceled                         (118,920)       (29,325)       (32,550)
                                ---------      ---------      ---------
Options outstanding at end
 of year                        1,243,987      1,303,500      1,040,250
                                =========      =========      =========
Options exercisable at end
 of year                          268,837        301,410        195,300
Price range of outstanding
 options                     $4.33-$20.83   $4.33-$20.83   $4.33-$13.50
Price range of options
 exercised                   $4.67-$20.83   $4.58-$11.75    $4.58-$5.67

</TABLE>

     All outstanding  options were  granted at 100 percent of the
fair market  value of  the shares  at  the  date  of  grant.  The
Company's closing stock price on December 31, 1995, was $25.25.

H.  Commitments and Contingent Liabilities

     Leases: The Company and its subsidiaries lease office space,
furniture and  communications and data processing equipment under
several  noncancelable  leases.  Most  office  space  leases  are
subject to  escalation and provide for the payment of real estate
taxes, insurance  and other expenses of occupancy, in addition to
rent.

     Aggregate minimum  rental commitments  as  of  December  31,
1995, are as follows:

<TABLE>
<CAPTION>
                                             Capital    Operating
(In thousands)                               leases      leases
                                            ---------   ---------
<S>                                          <C>         <C>
1996                                         $1,325      $20,243
1997                                          1,176       18,864
1998                                          1,056       15,788
1999                                            940       12,286
2000                                            940        9,937
Thereafter                                    6,896       61,076
                                            -------     --------
Total minimum lease payments                $12,333     $138,094
                                                        ========
Less amount representing interest            (6,159)
                                            -------
Present value of minimum lease payments      $6,174
                                            =======

</TABLE>

     Rental  expense   for  operating   leases  was  $25,771,000,
$22,414,000 and  $19,085,000, for  the years  ended December  31,
1995, 1994  and 1993,  respectively. Included  in net  equipment,
leasehold improvements  and buildings  at December  31, 1995  and
1994, is  $4,483,000 and  $5,037,000,  respectively,  for  leases
which have been capitalized.

     Litigation:   The Company and/or its securities subsidiaries
are  defendants   in  various   civil  actions  and  arbitrations
incidental to  their businesses  involving alleged  violations of
federal and  state securities laws and other laws.  Some of these
actions, including  the actions  described in  more detail below,
claim substantial  damages.  Some of these actions have also been
brought on  behalf of  purported classes of plaintiffs and relate
to underwritings of securities.

     The Company  and Dain Bosworth have been named as defendants
in ten  actions brought  by insurance  guaranty associations  and
certain individuals  in connection  with  losses  suffered  under
single premium  deferred annuities  issued by  The  Midwest  Life
Insurance Company  ("MWL") and sold primarily through the private
client sales  force of  Dain Bosworth.  MWL was a subsidiary that
the Company acquired in 1980 and sold in 1986. MWL was sold twice
more thereafter,  relocated to  Louisiana and ultimately declared
insolvent and  placed in liquidation by the State of Louisiana in
August 1991.   Generally,  MWL policyholders have been reimbursed
for their  losses up to $100,000 per holder by the state guaranty
funds which  claim  to  have  succeeded  to  the  rights  of  the
policyholders they  reimbursed.   Plaintiffs  allege  common  law
fraud,  breach   of  fiduciary  duty,  negligence  and  negligent
misrepresentation,  civil   conspiracy  and   various  state  law
violations and  seek in the aggregate in excess of $64 million in
compensatory damages,  as well  as  punitive  damages,  interest,
costs, attorney's  fees and  other relief.   The Company and Dain
Bosworth believe  they have  substantial and meritorious defenses
available  and  are  defending  themselves  vigorously  in  these
actions.

     Rauscher Pierce  Refsnes and  one of  its officers have been
named as  defendants in an action brought by The Resolution Trust
Corporation (the  "RTC") alleging negligence, breach of contract,
breach of  fiduciary duty  and fraud  in connection  with the May
1991 sale  by the  RTC of the stock of WESAV Mortgage Corporation
("WESAV").   Rauscher Pierce  Refsnes acted as the broker for the
sale.   Smith Barney, which acted as the RTC's financial advisor,
Express  America  Holdings  Corporation,  the  successor  to  the
winning  bidder,  and  certain  individual  officers  of  Express
America and  WESAV have  also been  named as  defendants in  this
action.   The RTC  seeks alleged  damages of at least $20 million
and punitive damages of $60 million.  Rauscher Pierce Refsnes and
its  officer   believe  they  have  substantial  and  meritorious
defenses available  and are  defending themselves  vigorously  in
this action.

     While  the   outcome  of   any  litigation   is   uncertain,
management, based in part upon consultation with legal counsel as
to certain  of the actions pending against the Company and/or its
subsidiaries, believes  that the resolution of these matters will
not have  a material adverse effect on the Company's consolidated
financial condition  or results  of operations  of the Company as
set forth  in the  consolidated  financial  statements  contained
herein.

I. Trading Activities and Financial Instruments with Off-Balance-
Sheet Risk

  Dain Bosworth  and  Rauscher  Pierce  Refsnes  are  dealers  in
corporate, tax-exempt  and governmental  fixed income  securities
and corporate  equity securities  and may  recognize  profits  or
losses on  transactions in, or fluctuations in the value of, such
securities held  in inventory.   Internal  guidelines intended to
limit the  size and  risk of  inventories  maintained  have  been
established and are periodically reviewed.  These inventories are
positioned primarily  for distribution  to  Dain  Bosworth's  and
Rauscher Pierce  Refsnes' individual and institutional clients in
order to  meet those  clients' needs.   Revenues  from  principal
transactions for the two years ended December 31, 1995, originate
from the following:

<TABLE>
<CAPTION>
                                                December 31,
                                          ----------------------
(In thousands)                                1995        1994
                                          ----------------------
<S>                                         <C>         <C>

Equity securities                           $87,381     $68,466
Municipal securities                         33,245      26,343
Government securities                        27,021      17,351
Corporate fixed income securities            20,025      18,359
Mortgage-backed and other securities         11,508       8,608
                                           --------    --------
                                           $179,180    $139,127
                                           ========    ========
</TABLE>

     Dain Bosworth  and Rauscher  Pierce Refsnes  sell securities
not yet  purchased (short sales) for their own accounts primarily
to  hedge   their  fixed   income  trading   inventories.     The
establishment of  short positions  exposes the  Company  to  off-
balance-sheet market  risk in  the event  prices increase, as the
Company may  be obligated to acquire the securities at prevailing
market prices.

     The Company  periodically hedges  its fixed  income  trading
inventories  with   financial  futures  or  interest-rate  option
contracts.   The Company may also trade treasury option contracts
for its  own account to minimize interest rate risk.  At December
31, 1995,  the  Company  had  open  commitments  under  financial
futures contracts  with notional amounts of $3.0 million.  At the
same date  the Company  had open  commitments to  purchase  $27.5
million and  sell $25.0  million  of  treasury  securities  under
option contracts.   At  December 31,  1995, the  Company owned no
interest rate  option contracts.   The fair market value of these
option and  financial  futures  contracts  was  not  material  at
December 31,  1995.   In addition,  the average fair market value
and trading  revenues associated with these contracts during 1995
were not  material.   Such option and financial futures contracts
expose the  Company to off-balance-sheet market risk in the event
that the  changes in interest rates do not closely correlate with
the change  in the  inventory price.    Transactions  in  futures
contracts  are   conducted  through   regulated  exchanges  which
guarantee performance  of counterparties  and are settled in cash
on a  daily basis,  thereby minimizing credit risk.   Maintaining
futures contracts  typically requires the Company to deposit cash
or securities with an exchange or other financial intermediary as
security for  its obligations.  Additional cash or securities may
be required to be deposited thereafter due to fluctuations in the
market  value  of  the  futures  contract.    In  writing  option
contracts, the  Company receives  a premium from the purchaser in
exchange  for   incurring  an  obligation  to  purchase  or  sell
securities upon  exercise of  the option.   These obligations may
require the  Company to purchase securities at prices higher than
prevailing market  prices or  sell  securities  at  prices  below
prevailing market  prices in  order to  fulfill  its  obligations
under the  contracts.   Other than as described, the Company does
not enter  into interest-rate  swap agreements,  foreign currency
contracts or  other derivative  financial instruments  with  off-
balance-sheet risk.

     In the  normal course  of business  the Company's activities
involve  the  execution,  settlement  and  financing  of  various
securities transactions.  These activities may expose the Company
to off-balance-sheet  credit and  market risks  in the  event the
customer or  counterparty is  unable to  fulfill its  contractual
obligations.   Such risks  may be  increased by  volatile trading
markets.

     In the normal course of business the securities subsidiaries
enter into  when-issued underwriting  and  purchase  commitments.
Transactions relating  to such  commitments open  at year end and
subsequently settled  had no  material effect on the consolidated
financial statements.

     The Company  seeks to  control the risks associated with its
customer activities  by requiring  customers to  maintain  margin
collateral in  compliance with  various regulatory  and  internal
guidelines.   The Company  monitors required  margin levels daily
and, pursuant  to such  guidelines, requires customers to deposit
additional collateral  or to  reduce  positions  when  necessary.
Market declines  could, however,  reduce the  value of collateral
below the  amount  loaned,  plus  accrued  interest,  before  the
collateral could be sold.

     A portion  of the  Company's customer  activity involves the
sale of  securities not  yet  purchased  (short  sales)  and  the
writing of  option contracts.  Such transactions  may require the
Company to  purchase or  sell financial instruments at prevailing
market prices in order to fulfill the customer's obligations.

     The  Company  lends  money  subject  to  reverse  repurchase
agreements. All positions are collateralized, primarily with U.S.
government or  U.S. government  agency securities.   The  Company
generally takes physical possession of securities purchased under
agreements to resell. Such transactions may expose the Company to
risk in  the event  such borrowers do not repay the loans and the
value of  collateral held  is less  than that  of the  underlying
receivable.   These agreements provide the Company with the right
to  maintain   the  relationship  between  market  value  of  the
collateral and the receivable.

     The Company  may pledge  firm or  customer margin securities
for bank  loans, repurchase  agreements, securities  loaned or to
satisfy  margin   deposits  of   clearing  organizations.     All
repurchase agreements  are collateralized  by cash  or securities
received by the Company.  In the event the counterparty is unable
to return  such securities pledged, the Company may be exposed to
the risks of acquiring the securities at prevailing market prices
or holding collateral possessing a market value less than that of
the related  pledged securities.   The  Company seeks  to control
these risks  by monitoring the market value of securities pledged
and requiring  adjustments of  collateral levels where necessary.
At December 31, 1995, the market value of such securities pledged
approximated the borrowings outstanding.

J.  Regulatory Requirements

     Dain Bosworth and Rauscher Pierce Refsnes are subject to the
Securities and  Exchange Commission's  Uniform Net  Capital Rule.
Regional Operations  Group, the  Company's operations subsidiary,
clears and  settles trades  for Dain Bosworth and Rauscher Pierce
Refsnes (including  the customers of RPR Correspondent Services).
Regional Operations  Group carries all customer accounts, extends
margin credit  to customers,  pays interest on credit balances of
customers and invests any excess customer balances.  As a result,
Regional Operations  Group is  subject to the Uniform Net Capital
Rule whereby  net capital of not less than 2 percent of aggregate
debit items  must be  maintained.   The New  York Stock Exchange,
Inc. also  may  require  a  member  organization  to  reduce  its
business if regulatory net capital is less than 4 percent of such
aggregate debit  items, and  may  prohibit  a  member  firm  from
expanding its  business  and  declaring  cash  dividends  if  its
regulatory net  capital is  less than 5 percent of such aggregate
debit items.  At December 31, 1995, net capital was $58.4 million
at Regional  Operations Group, which was 7.2 percent of aggregate
debit balances  and $17.6  million in  excess  of  the  5-percent
requirement.   Dain Bosworth's  and Rauscher  Pierce Refsnes' net
capital requirements  are $1.4 and $1.0 million, respectively, as
neither firm  carries customer balances on its balance sheet.  At
December 31,  1995, Dain Bosworth and Rauscher Pierce Refsnes had
net capital  of $26.8 million and $18.2 million, respectively, in
excess of their minimum requirements.

     Rule 15c3-3 of the Securities Exchange Act of 1934 specifies
certain conditions  under  which  brokers  and  dealers  carrying
customer accounts  are required  to maintain  cash  or  qualified
securities in a special reserve account for the exclusive benefit
of  customers.     Amounts  to  be  maintained  are  computed  in
accordance with  a formula  defined in  the Rule. At December 31,
1995, Regional  Operations Group had $411.0 million segregated in
special reserve  accounts.   This amount  consisted of  qualified
securities  purchased   under  agreements   to  resell   and  was
collateralized  by   U.S.   government   or   government   agency
securities.

K.  Employee Benefit Plans

     The Company  and its  participating subsidiaries have profit
sharing and stock bonus plans which cover substantially all full-
time employees  who are  at least  21 years  of age and have been
employed for at least six months.   Participants  may  contribute
on a  pretax basis  up to  12 percent of eligible compensation to
the stock  bonus plan  and/or the  profit sharing plan subject to
certain aggregate  limitations; the  Company then matches up to 5
percent of  eligible compensation at a 40-percent rate.  Matching
contributions are limited to $3,000 per employee annually and are
paid to  the stock bonus plan.  At the end of each calendar year,
a contribution  to the  profit sharing plan is determined by each
participating  company's   board  of   directors.    The  minimum
contribution is 3 percent of eligible compensation.

     The Company's policy is to fund currently profit sharing and
stock  bonus   plan  costs.    Earnings  have  been  charged  for
contributions, net of forfeitures, to the above plans as follows:

<TABLE>
<CAPTION>
                                      Year ended December 31,
                               ----------------------------------
(In thousands)                    1995         1994       1993
                               ----------------------------------
<S>                            <C>         <C>          <C>

Profit sharing plan            $14,168     $11,489      $15,863
Stock bonus plan                 2,712       2,763        2,885
                               -------     -------      -------
                               $16,880     $14,252      $18,748
                               =======     =======      =======
</TABLE>

L.  Income Taxes

  Income tax expense consists of the following:
<TABLE>
<CAPTION>
                                      Year ended December 31,
                               ----------------------------------
(In thousands)                    1995         1994       1993
                               ----------------------------------
<S>                            <C>         <C>          <C>
Current:
   Federal                     $20,183     $16,526      $30,557
   State                         3,207       3,118        5,906
Deferred:
   Federal                      (2,410)     (4,287)      (5,741)
   State                          (582)     (1,015)      (1,018)
                               -------     -------      -------
                               $20,398     $14,342      $29,704
                               =======     =======      =======
</TABLE>

     A reconciliation of ordinary federal income taxes (based on
a rate of 35 percent) with the actual tax expense provided on
earnings is as follows:

<TABLE>
<CAPTION>
                                   Year ended December 31,
                               --------------------------------
(Dollars in thousands)           1995         1994       1993
                               --------------------------------
<S>                            <C>         <C>          <C>
Ordinary federal income
 tax expense                   $19,695     $13,928      $27,074
State income taxes, net of
 federal tax benefit             1,599       1,367        3,178
Tax-exempt interest, net of
 related interest expense       (1,324)       (863)        (780)
Other                              428         (90)         232
                               -------     -------      -------
                               $20,398     $14,342      $29,704
                               =======     =======      =======
Effective tax rate               36.3%       36.0%        38.4%
                               =======     =======      =======
</TABLE>

     The tax  effects of  temporary differences that give rise to
the deferred tax assets and deferred tax liabilities are:

<TABLE>
<CAPTION>
                                                December 31,
                                          ----------------------
(In thousands)                                1995        1994
                                          ----------------------
<S>                                         <C>         <C>
Deferred tax assets:
  Accruals not currently deductible         $28,591     $23,597
  Tax attributes acquired                     2,443       3,612
  Fixed assets                                  398         645
  Other                                         775       1,369
                                             32,207      29,223
Deferred tax liabilities:
  Partnership investments                      (214)       (222)
                                           --------    --------
                                            $31,993     $29,001
                                           ========    ========
</TABLE>

     The Company  has determined  that  it  is  not  required  to
establish a  valuation allowance for the deferred tax asset since
it is  more likely  than not  that the deferred tax asset will be
realized principally through carryback to taxable income in prior
years,  and   future  reversals  of  existing  taxable  temporary
differences, and,  to a  lesser extent,  future  taxable  income.
The Company's  conclusion that  it is "more likely than not" that
the deferred  tax asset  will be  realized is  based  on  federal
taxable income  of over  $190 million  in the  carryback  period,
substantial state taxable income in the carryback period, as well
as prospects for continued earnings.

<PAGE>
<TABLE>
              INTER-REGIONAL FINANCIAL GROUP, INC.
                 QUARTERLY FINANCIAL INFORMATION
       (Unaudited, in thousands, except per-share amounts)

<CAPTION>
                          First     Second    Third     Fourth
                         Quarter   Quarter   Quarter   Quarter
                         -------   -------   -------   -------
<S>                     <C>       <C>       <C>       <C>
1995

Net revenues            $118,841  $130,373  $143,106  $149,650
                        ========  ========  ========  ========
Earnings before income
 taxes                    $8,726   $13,547   $16,966   $17,032
                        ========  ========  ========  ========
Net earnings              $5,563    $8,636   $10,816   $10,858
                        ========  ========  ========  ========
Per share data: (A)
  Primary net earnings
   per share                $.45      $.69      $.86      $.86
                        ========  ========  ========  ========
  Fully diluted net
   earnings per share       $.45      $.69      $.85      $.86
                        ========  ========  ========  ========
  Dividends             $.10-2/3  $.10-2/3  $.10-2/3  $.10-2/3
                        ========  ========  ========  ========

1994

Net revenues            $123,679  $109,457  $107,865  $116,350
                        ========  ========  ========  ========
Earnings before
 income taxes            $16,060    $9,647    $9,341    $4,747
                        ========  ========  ========  ========
Net earnings             $10,171    $5,914    $5,845    $3,523
                        ========  ========  ========  ========
Per share data: (A)
  Primary net earnings
   per share                $.80      $.47      $.47      $.28
                        ========  ========  ========  ========
  Fully diluted net
   earnings per share       $.80      $.47      $.47      $.28
                        ========  ========  ========  ========
  Dividends             $.05-1/3  $.10-2/3  $.10-2/3  $.10-2/3
                        ========  ========  ========  ========

</TABLE>
[FN]

(A) Adjusted for three-for-two stock split effected on December
20, 1995.

<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
       ACCOUNTING AND FINANCIAL DISCLOSURE:

       None.

                            PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:

     See Part  I, Item  4 of  this Annual  Report for information
with respect  to  executive  officers  of  the  Company.    Other
information  required  in  Item  10  will  be  contained  in  the
Company's definitive  Proxy Statement  to be  filed  pursuant  to
Regulation 14A within 120 days after the close of the fiscal year
for which  this Report  is filed  and is  incorporated herein  by
reference.

ITEM 11.  EXECUTIVE COMPENSATION:

     The information required in Item 11 will be contained in the
Company's definitive  Proxy Statement  to be  filed  pursuant  to
Regulation 14A within 120 days after the close of the fiscal year
for which  this Report  is filed  and is  incorporated herein  by
reference, except  that, pursuant to Item 402(a)(8) of Regulation
S-K, the  information to be contained in the Company's definitive
Proxy Statement in response to paragraphs (k) and (l) of Item 402
is not incorporated by reference herein.
     
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT:

     The information required in Item 12 will be contained in the
Company's definitive  Proxy Statement  to be  filed  pursuant  to
Regulation 14A within 120 days after the close of the fiscal year
for which  this Report  is filed  and is  incorporated herein  by
reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

     The information required in Item 13 will be contained in the
Company's definitive  Proxy Statement  to be  filed  pursuant  to
Regulation 14A within 120 days after the close of the fiscal year
for which  this Report  is filed  and is  incorporated herein  by
reference.

                             PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON
FORM 8-K:

(a)    Documents filed as part of this Report:

                                                             Page
                                                             ----
1. Financial statements:
   Reference is made to the table of contents to
   financial statements and financial statement schedule
   hereinafter contained                                      38

2. Financial statement schedules:
   Reference is made to the table of contents to
   financial statements and financial statement schedule
   hereinafter contained for all other financial statement
   schedules                                                  38

<PAGE>

3.  Exhibits:

Item No.      Item                       Method of Filing
---------------------------------------------------------------
  3.1 Restated   Certificate         Incorporated by  reference
      of Incorporation of the        to  Exhibit   4.1  to  the
      Company.                       Company's     Registration
                                     Statement  on   Form   S-8
                                     dated March 14, 1995, File
                                     No. 33-58069.

  3.2 Amended  and  Restated         Incorporated by  reference
      Bylaws of the Company.         to  Exhibit   4.2  to  the
                                     Company's     Registration
                                     Statement  on   Form   S-8
                                     dated March 14, 1995, File
                                     No. 33-58069.

  4.1 Credit Agreement dated         Incorporated by  reference
      June 29, 1995.                 to  Exhibit   4.1  to  the
                                     Company's Quarterly Report
                                     on Form  10-Q  dated  June
                                     30, 1995.

  4.2 First   Amendment   to         Filed herewith.
      Credit Agreement dated
      March 14, 1996.                

  4.3 Term  Loan   Agreement         Incorporated by  reference
      dated October 16, 1992.        to  Exhibit  4(e)  to  the
                                     Company's Annual Report on
                                     Form  10-K  for  the  year
                                     ended December 31, 1992.

  4.4 First   Amendment   to         Incorporated by  reference
      Term  Loan   Agreement         to  Exhibit  4(g)  to  the
      dated March 12, 1993.          Company's Annual Report on
                                     Form  10-K  for  the  year
                                     ended December 31, 1992.

  4.5 Second  Amendment   to         Incorporated by  reference
      Term  Loan   Agreement         to  Exhibit  4(b)  to  the
      dated June 23, 1993.           Company's  Current  Report
                                     on Form 8-K dated July 15,
                                     1993.

  4.6 Third   Amendment   to         Incorporated by  reference
      Term  Loan   Agreement         to  Exhibit  4(b)  to  the
      dated   November   30,         Company's  Current  Report
      1993.                          on Form 8-K dated February
                                     11, 1994.

  4.7 Fourth Amendment  to           Incorporated by  reference
      Term  Loan   Agreement         to Exhibit  4 (b)  to  the
      dated June 27, 1994.           Company's Quarterly Report
                                     on Form  10-Q  dated  June
                                     30, 1994.

  4.8 Fifth   Amendment   to         Incorporated by  reference
      Term-Loan    Agreement         to Exhibit  4 (b)  to  the
      dated    September 30,         Company's  Current  Report
      1994.                          on    Form    8-K    dated
                                     September 26, 1994.

  4.9 Sixth   Amendment   to         Incorporated by  reference
      Term-Loan    Agreement         to Exhibit  4 (b)  to  the
      dated June 29, 1995.           Company's Quarterly Report
                                     on form  10-Q  dated  June
                                     30, 1995.

 4.10 Seventh  Amendment  to         Filed herewith.
      Term-Loan    Agreement
      dated March 15, 1996.
  
10.1* 1986   Stock    Option         Incorporated by  reference
      Plan,  as  amended  on         to Exhibit  10(b)  to  the
      April 24,  1987,   May         Company's  Current  Report
      9, 1990, March 3, 1993         on Form 8-K dated July 15,
      and April 27, 1993.            1993.

10.2  Form  of     Indemnity         Incorporated by  reference
      Agreement         with         to Exhibit  10(c)  to  the
      Directors and Officers         Company's Annual Report on
      of the Company.                Form  10-K  for  the  year
                                     ended December 31, 1990.

10.3* Form  of  Non-Employee         Incorporated by  reference
      Director    Retirement         to Exhibit  10(g)  to  the
      Compensation                   Company's Annual Report on
      Agreement.                     Form  10-K  for  the  year
                                     ended December 31, 1992.

10.4* IFG        Executive           Incorporated by  reference
      Deferred  Compensation         to Exhibit  10(a)  to  the
      Plan dated  March  31,         Company's  Current  Report
      1993.                          on Form 8-K dated July 15,
                                     1993.

10.5  Trust Agreement  for           Incorporated by  reference
      IFG Executive Deferred         to  Exhibit  10.5  to  the
      Compensation      Plan         Company's Annual Report on
      dated   February   11,         Form 10-K  dated  December
      1994.                          31, 1994.

10.6* Restricted     Stock           Incorporated by  reference
      Plan for  Non-Employee         to  Exhibit  10.6  to  the
      Directors                      Company's Amendment to its
                                     Annual Report  on Form 10-
                                     K/A-1 dated  December  31,
                                     1994.

10.7* Offer  of   Employment         Filed herewith.
      and  Restricted  Stock
      Agreements between the
      Company and  Louis  C.
      Fornetti  dated   July
      14, 1995, and July 17,
      1995, respectively.
  
10.8* Agreement      between         Incorporated by  reference
      the Company  and David         to  Exhibit  10.1  to  the
      A.     Smith     dated         Company's Quarterly Report
      September 26, 1995.            on   Form    10-Q    dated
                                     September 30, 1995.

  11* Computation    of  net         Filed herewith.
      earnings per share.
  22  List of subsidiaries.          Filed herewith.

  23  Independent  Auditors'         Filed herewith.
      consent.

  24  Power of attorney.             Filed herewith

  27  Financial         Data         Filed herewith.
      Schedule

*  Management  contract   or  compensatory  plan  or  arrangement
   required to  be filed  as an exhibit pursuant to Item 14(c)
   of this report.

(b)   One report  on Form 8-K was filed during the fourth quarter
      of 1995.

      Items Reported

      Item 5  - Other  events (Three-for-two stock split effected
      in the form of a 50-percent stock dividend)

      Item 7 - Financial Statement and Exhibits

      Exhibit 99  - Press  release regarding  three-for-two stock
      split effected in the form of a 50-percent stock dividend.

      Date of earliest event reported - October 31, 1995.

      Financial Statements Filed - None

REPORT FOR EMPLOYEE STOCK PURCHASE PLAN:

     The financial  statements required by Form 11-K with respect
to the  Company's Stock  Bonus Plan  will be  filed by  amendment
hereto within  180  days  of  such  plan's  fiscal  year  end  as
permitted by Rule 15d-21.

<PAGE>

                           SIGNATURES
                                
     Pursuant to  the requirements  of Section 13 or 15(d) of the
Securities Exchange  Act of  1934, the Registrant has duly caused
this Report  to be  signed  on  its  behalf  by  the  undersigned
thereunto duly authorized.

                                INTER-REGIONAL  FINANCIAL  GROUP, INC.

                                By    Louis C. Fornetti
                                      ---------------------------
                                      Louis C. Fornetti
                                      Executive Vice President
                                      Chief Financial Officer and Treasurer
                                      Dated: March 26, 1996
                                
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant in the capacities and on the dates
indicated:

Signature                         Title
-----------------------------------------------------------------

Irving Weiser                     Chairman of the Board, President,
--------------------------        Chief Executive Officer
Irving Weiser                     and Director
                                  (Principal Executive Officer)

Louis C. Fornetti                 Executive Vice President,
--------------------------        Chief Financial Officer and
Louis C. Fornetti                 Treasurer
                                  (Principal Financial Officer)

Angela M. Chicoine                Vice President and Controller
--------------------------        (Principal Accounting Officer)
Angela M. Chicoine

Susan S. Boren                    Director
--------------------------
Susan S. Boren

F. Gregory Fitz-Gerald            Director      By: Louis C. Fornetti
--------------------------                          ------------------
F. Gregory Fitz-Gerald                              Louis C. Fornetti
                                                    Pro Se and as
                                                    Attorney-in-Fact
                                                Dated:  March 26, 1996
Lawrence Perlman                  Director
--------------------------
Lawrence Perlman

C.A. Rundell, Jr.                 Director
--------------------------
C.A. Rundell, Jr.

Robert L. Ryan                    Director
--------------------------
Robert L. Ryan

Arthur R. Schulze, Jr.            Director
--------------------------
Arthur R. Schulze, Jr.

John C. Appel                     Executive Vice President
--------------------------        and Director
John C. Appel

<PAGE>

      INTER-REGIONAL FINANCIAL GROUP, INC. AND SUBSIDIARIES

      FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE

          As of December 31, 1995 and 1994 and for each
              of the years in the three-year period
                     ended December 31, 1995
                                
                        TABLE OF CONTENTS

                                                              Page
                                                              ----
Independent Auditors' Report...................................20

Consolidated Financial Statements:

Consolidated statements of operations..........................21

Consolidated balance sheets....................................22

Consolidated statements of shareholders' equity................23

Consolidated statements of cash flows..........................24

Notes to consolidated financial statements.....................25

Financial Statement Schedule:

Schedule III - Condensed financial information of
 the registrant............................................... 39

     Schedules not listed above have been omitted because they
are either not applicable or the required information has been
provided in the consolidated financial statements or notes
thereto.

<PAGE>
<TABLE>
         SCHEDULE III __ CONDENSED FINANCIAL INFORMATION
                        OF THE REGISTRANT
                                
              INTER-REGIONAL FINANCIAL GROUP, INC.
                        (Parent Company)
                                
                    STATEMENTS OF OPERATIONS
                         (In thousands)
                             
<CAPTION>
                                      Year ended December 31,
                               ----------------------------------
                                  1995         1994       1993
                               ----------------------------------
<S>                            <C>         <C>          <C>
Revenues:
  Management fees              $5,980      $3,650       $3,114
  Facilities rental             1,057       1,056        1,055
  Interest                      1,365       1,126          291
                              -------     -------      -------
                                8,402       5,832        4,460
                              -------     -------      -------
Expenses:
  Compensation and benefits     4,988       3,002        2,417
  Interest                      1,947       1,386        1,226
  Other operating expenses      5,960       3,967        3,669
                              -------     -------      -------
                               12,895       8,355        7,311
                              -------     -------      -------
Loss before income taxes
 and equity in subsidiaries'
 earnings                      (4,493)     (2,523)      (2,852)
Income tax benefit              1,929         953        1,125
                              -------     -------      -------
Loss before equity in
 subsidiaries' earnings        (2,564)     (1,570)      (1,727)

Equity in subsidiaries'
 earnings                      38,437      27,023       49,376
                              -------     -------      -------
Net earnings                  $35,873     $25,453      $47,649
                              =======     =======      =======
</TABLE>
[FN]

See accompanying notes to condensed financial information.

<PAGE>
<TABLE>

         SCHEDULE III __ CONDENSED FINANCIAL INFORMATION
                OF THE REGISTRANT __ (Continued)
                                
              INTER-REGIONAL FINANCIAL GROUP, INC.
                        (Parent Company)
                                
                         BALANCE SHEETS
                         (In thousands)
                                
<CAPTION>
                                                December 31,
                                          ----------------------
                                              1995        1994
                                          ----------------------
<S>                                         <C>         <C>
Assets:
  Cash                                         $918        $875
  Advances to subsidiaries (eliminated
   in consolidation)                         28,130      34,035
  Equipment, leasehold improvements and
   building, at cost, less accumulated
   depreciation of $8,484 and $5,291,
   respectively                              13,976       13,997
  Investment in subsidiaries, at cost,
   plus equity in undistributed earnings
   (eliminated in consolidation)            283,276      254,512
  Other assets                                4,611        2,473
                                           --------     --------
                                           $330,911     $305,892
                                           ========     ========
Liabilities and Shareholders' Equity:
Liabilities:
  Short-term borrowings                          $0      $15,000
  Advances from subsidiaries (eliminated
   in consolidation)                         72,144       62,220
  Accounts payable and accrued expenses      27,215       21,721
  Capital lease obligations and other
   debt                                       9,058       11,531
                                           --------     --------
                                            108,417      110,472
                                           --------     --------
Shareholders' equity:
  Common stock                                1,508        1,005
  Additional paid-in capital                 76,623       73,924
  Retained earnings                         144,363      120,491
                                           --------     --------
                                            222,494      195,420
                                           --------     --------
                                           $330,911     $305,892
                                           ========     ========
</TABLE>

[FN]
See accompanying notes to condensed financial information.

<PAGE>

         SCHEDULE III __ CONDENSED FINANCIAL INFORMATION
                OF THE REGISTRANT __ (Continued)
                                
              INTER-REGIONAL FINANCIAL GROUP, INC.
                        (Parent Company)
                                
                    STATEMENTS OF CASH FLOWS
                         (In thousands)
<TABLE>                                
<CAPTION>
                                      Year ended December 31,
                               ----------------------------------
                                  1995         1994       1993
                               ----------------------------------
<S>                            <C>         <C>          <C>
Cash flows from operating
 activities:
Net earnings                   $35,873     $25,453      $47,649
Non-cash items included
 in earnings:
  Equity in net earnings of
  subsidiaries                 (38,437)    (27,023)     (49,376)
  Depreciation and
   amortization                  3,299       3,537        2,024
                               -------     -------      -------
                                   735       1,967          297
Change in operating assets
 and liabilities                 4,423       3,617        4,781
                               -------     -------      -------

Cash provided by operating
 activities                      5,158       5,584        5,078

Cash flows from financing
 activities:
  Proceeds from:
   Advances from subsidiaries,
     net                        15,829           -       39,393
   Issuance of common stock      2,368         458          353
   Revolving credit agreement        -      15,000            -
   Long-term debt                    -         237        4,427
 Payments for:
   Revolving credit agreement  (15,000)          -       (5,450)
   Purchases of common stock    (6,849)     (3,638)           -
   Dividends on common stock    (5,177)     (4,536)      (2,272)
   Subordinated and other debt  (2,473)     (2,340)      (1,505)
   Advances to subsidiaries,
    net                              -      (5,763)           -
                               -------     -------      -------
Cash provided (used) by
 financing activities          (11,302)       (582)      34,946
                               -------     -------      -------
Cash flows from investing
 activities:
   Dividends from subsidiaries  18,700        8,468      19,571
   Investment in subsidiaries   (9,000)      (8,300)    (52,270)
   Purchases of fixed assets    (3,513)      (4,340)     (7,528)
                               -------     -------      -------
Cash provided (used) by
 investing activities            6,187      (4,172)     (40,227)
                               -------     -------      -------
Increase/(Decrease) in cash         43         830         (203)

Cash at beginning of year          875          45          248
                               -------     -------      -------
Cash at end of year               $918        $875          $45
                               =======     =======      =======
</TABLE>

[FN]
See accompanying notes to condensed financial information.

<PAGE>
         SCHEDULE III __ CONDENSED FINANCIAL INFORMATION
                OF THE REGISTRANT __ (Continued)
                                
              INTER-REGIONAL FINANCIAL GROUP, INC.
                        (Parent Company)
                                
            NOTES TO CONDENSED FINANCIAL INFORMATION
                                
                                
A. The condensed financial statements of Inter-Regional Financial
   Group, Inc.  (Parent Company),  should be  read in conjunction
   with the  consolidated financial  statements of Inter-Regional
   Financial Group, Inc., and the notes thereto beginning on Page
   21.

B. Investments in subsidiaries are carried at cost plus equity in
   undistributed earnings.   See Note J to consolidated financial
   statements for  information regarding net capital requirements
   of  the  broker-dealer  subsidiaries  which  could  result  in
   restriction on  the ability  of the  subsidiaries to  transfer
   funds to  the parent  in the  form of  loans, advances or cash
   dividends.

   During 1993,  the Parent Company received $52 million in loans
   from two  of its  subsidiary broker-dealers, Dain Bosworth and
   Rauscher Pierce  Refsnes, in  order to  capitalize  its  third
   broker-dealer, Regional  Operations Group,  Inc.   During 1994
   and 1995,  respectively, the Parent received $8 million and $9
   million in  loans  from  Dain  Bosworth  and  Rauscher  Pierce
   Refsnes  in  order  to  add  to  Regional  Operations  Group's
   capital.   See  Item  1(c)  "Securities  Business  -  Customer
   Financing" and  "Securities Business  -  Uniform  Net  Capital
   Rule."

C. Other Debt:

   Other debt is used primarily to finance equipment and building
   improvements  and   is  payable   in  monthly   and  quarterly
   installments  and  bears  interest  at  floating  rates  which
   approximated 8.3  percent at  December 31,  1995.   The Parent
   Company must maintain certain levels of net worth under one of
   the debt agreements.

   Annual principal payments on other debt (excluding obligations
   under capital  leases) during  the  next  five  years  are  as
   follows:   1996  -  $1,621,000;  1997  -  $1,265,000;  1998  -
   $16,000; 1999 - $0; 2000 - $0.

D. Commitments:

   The Parent  Company has  guaranteed $27  million of  four-year
   subordinated bank  debt incurred by Dain Bosworth and Rauscher
   Pierce Refsnes  in September  and October 1994.  See Note F to
   the consolidated financial statements.

   Aggregate minimum  rental commitments as of December 31, 1995,
   are as follows:

<TABLE>
<CAPTION>
                                       Capital    Operating
(In thousands)                         leases      leases
                                       -------    ---------
  <S>                                  <C>         <C>
  1996   .........................     $1,325      $5,973
  1997   .........................      1,176       6,389
  1998   .........................      1,056       5,235
  1999   .........................        940       3,885
  2000   .........................        940       3,971
  Thereafter......................      6,896      24,314
                                       ------     -------

                                       12,333     $49,767
                                                  =======

  Less amount representing interest    (6,159)
                                       ------
  Present value of minimum lease
   payments                            $6,174
                                       ======
</TABLE>